Blue Belle
by alienyouthct
Summary: He dressed up as his state's senior senator. Now he's a blue woman. How the hell does Xander keep landing himself in these situations?
1. Chapter 01

Title: Blue Belle  
Author: JoeHundredaire  
Rating: R/FR18  
Disclaimer: Right, I actually went and checked to be sure this time… _Buffy the Vampire Slayer_, _Angel: the Series_, and all associated characters belong to Fran and Kaz Kuzui. With a myriad of writers, artists, and editors, actual rights are a nightmare when you go near a comic book universe. Suffice it to say that Marvel Entertainment LLC owns all of the property printed in their comics, along with the television and movie adaptations of said same property. Not mine, don't sue, and so forth and so on.  
Dedications & Thanks: To Ramenth and Wise for beta-reading help and advice, and AnotherJD for translating my various Asgardians into their affected speech pattern. To Lexi Kimble for her Marvel knowledge and some of the art. To Kate Logan for some of the character designs and more of the art. "Chilly" Franco Égalité, for even more art. And to… probably another artist or two by the time this story is done; I'll keep updating this section as things go.  
Summary: He dressed up as his state's senior senator. Now he's a blue woman. How the hell does Xander keep landing himself in these situations?  
Joe's Note: With the advent of the 'Unanswered Reviews' option, I've been going back to reply to reviews that had slipped through the cracks back in the day. In the process, I found a few reviews with very useful feedback on the story. No, not the ones by LanceAvalon; I still think "Despite the fact that I didn't read most of your story, I know my questions aren't addressed in your story and therefore I don't want to read it" is idiocy of the highest order. However, someone pointed out Michelle doesn't shift much in the story. Valid criticism, no? And someone else wondered why Michelle would need to hide her powers. After all, while there had recently been a major act of mutant terrorism… are a bunch of ditzy high school girls going to feel threatened by a shapeshifter? Or jealous? Willow's portrayal had more issues than a comic book shop. The timeline was alternately decompressed or cramped at alternating points. All sorts of mediocrity. So I fixed it. All of it. Enjoy.

* * *

_November 1, 2011  
Harris Household  
Sunnydale, California_

* * *

He had breasts.

He didn't have moobs; they were definitely girl-like breasts.

He had girl-like breasts that were fairly large.

He had large blue girl-like breasts covered with scales.

Xander Harris bolted upright in his bed, letting out a rather unmanly scream. Staring down at the two new additions to his body in horror, he found himself unable to look away. Oh no. Hell no. This was all sorts of wrong. He was supposed to be a tall, gangly teenage boy who was a bit on the paler side of average because of his newfound tendency to hang out in the school's library too much. Or some variation on that basic concept, at any rate. What he was not supposed to be, however, was any sort of girl, much less a busty blue babe with patches of scales.

Hey. Busty blue babe. That was alliteration. Willow would so be proud of him.

Groaning, Xander forced himself to refocus on the problem at hand. Why was he blue? And female? What the hell had happened to his body?

At least he had a probable explanation for why his body felt like it had been stuffed through a meat grinder… twice. Transforming his body from its original state into a… whatever he was now… had probably been traumatic as hell. He was pretty sure he'd lost a handful of inches in the process, but he couldn't be sure on that front until he found a measuring tape or wobbled over to the marks he'd made on his doorframe over the past few years. So, human boy to shorter demon girl… yeah, that sounded like a painful transformation if he'd ever heard of one.

Slowly swinging his legs over the side of the bed, Xander forced himself to his feet and began a slow march towards his mirror. His mind whirled as he attempted to piece together his scrambled memories of the night - and day - before. Everything could, at least as best he could tell, be traced back to Herr Snyder and his interesting take on the 'volunteer' concept. Having not been planning to do anything for Halloween, Snyder's dictate had sent Xander scrambling for a costume to wear when he took the kids out trick-or-treating.

Of course the good old Harris luck ran true to form and he came up empty at every shop in town he hit up. He'd tagged along with the girls on their trip to Ethan's as a last resort, hoping against hope to find something suitable. Instead, he'd walked away both without a costume for the night and further demoralized after witnessing Buffy's obsession with prettying herself up for her corpse.

Finally, he'd gotten desperate and begun tearing through the basement in search of something… anything… that could be salvaged for a costume, or at least the base of one. Xander wasn't sure who the actual owner of the suit he'd found was, given it was at least two sizes too small to be his father's, but it had been both clean and respectable-looking… and tolerable to wear after receiving a thorough spritzing of Febreze. After doubling back to hit Ethan's again right before it closed up for the night, he'd been left with a workable - albeit unconventional - Halloween costume. The kids dumped on him didn't get why he'd dressed up as Senator Robert Kelly of California but then again, he wasn't out to impress them or his peers. He just wanted to avoid the wrath of Snyder. Then everything had gone dark and now here he was at home, butt naked and blue. And a woman.

How the hell had he managed that one?

His movements slowly becoming surer as the exercise burned off some of the lingering ache and he adapted to his altered center of gravity and new dimensions, Xander eventually reached his destination… and then his jaw dropped as he caught sight of his reflection in the mirror. Somehow… God only knew how… he had managed to get himself into an entirely blue girl whose face and body were mottled with those odd scaly patches. The strangeness didn't end there, either: his eyes were an unholy, demonic yellow and his hair - while not much longer than it had been - was now red. Not Willow, red, either. Stop sign red. Not found naturally on humans red. "Oh, for fu… give me a break here! If I had to get turned into a woman, couldn't I have at least ended up a normal-looking one? Or, God forbid, a hot one even? Like Cordelia or something?"

Mmm. Cordelia. As it commonly did when that particular member of Sunnydale's Finest was involved, Xander's mind did an abrupt right turn and dove straight into the gutter as he pictured the subject of several of his dirtiest fantasies. Her tan skin, her long brown hair, her hazel eyes, her lips, and - of course - her large chest and equally impressive ass… only to be forcibly objected from his familiar and comfortable gutter as a strange crawling sensation raced over his body. As he stared at his reflection with wide yellow eyes that soon became hazel, his blue skin abruptly shifted to the same shade of tan he'd just been picturing, his short red hair lengthening significantly as it shifted to a familiar shade of brown, falling to frame an incredibly familiar face. The changes weren't strictly above the neck, either; as all that was happening, Xander's figure was shifting from that of an average, albeit blue, woman to a more voluptuous form. Before he knew it, he was staring at a very naked Cordelia Chase in the mirror. "Get… out." How the hell had he done that? He had most definitely been some sort of blue-skinned freak only moments ago… and as Xander watched in horror, Cordelia's features melted away to reveal the inhuman blue façade he'd been wearing when he'd woke up. "No! Damn it! Go back!" His blue lips moved as he shouted at the mirror but apart from that, his reflection remained unchanged. "C'mon. Please? Give me a break here." God was either ignoring him or having a good laugh at the situation, probably the latter, and so Xander took a deep breath to calm himself.

Okay, while it generally wasn't his strong point, Xander had a feeling that the answer was there if he thought things through carefully enough. He'd been blue, then Cordelia, then blue. What, if anything, had he been doing before and during his transformations? Then it hit him: he'd been thinking about Cordelia. Quite intently. Just like he'd focused on the creepy blue form, triggering the shift back. Was that all there was to it? Willpower and familiarity? Well then crap, he knew a great way to trade in his blue girl form for a body he could wear out in public, at least until they could figure out a way to reverse this newest bout of Sunnydale weirdness permanently. After all, he'd spent most of his waking hours with someone for more than a decade and knew every inch of her - or at least the parts that anyone would be allowed to see in public - by heart. Calling memory after memory to the forefront of his mind, Xander watched as his flesh rippled and shifted into the oh-so familiar appearance of his best friend.

Wait a second. Xander stared at his - err, Willow's - reflection for a moment before realizing that he was an idiot of the highest order. He could shift into anyone he could picture as best he could tell. Well… he could picture himself, couldn't he? Why the hell was he turning into his best friend for camouflage when he could turn into himself?

Because he couldn't, it turned out.

There were a handful of familiar forms that he already had a near-perfect mastery of: Willow and Cordelia, obviously, along with Buffy, Harmony, and a cute honey blond Cordette named Gwen who was the assistant captain of the varsity cheerleading squad. The hot young twenty-something from down the street who liked to go jiggling… err, jogging past his house at exactly 7:26 AM every morning and no, knowing that didn't make him a stalker at all. On the other hand, while he could turn into Jesse and Giles - which proved his ability wasn't limited to just one gender - neither form was usable outside the house. His version of Giles looked as if it had been shaped using nothing but fuzzy security camera footage for references, while his Jesse… Xander shifted into his deceased friend's form again before wincing at the protruding brows and yellow eyes, looking away from the mirror as he forced himself back into what was apparently now his default appearance. No, he wouldn't be going to school like that.

But no matter how hard he tried and what combination he tried - blue girl form to Xander form, Willow form to Xander form, or Jesse form to Xander form - he found himself unable to assume his original body. Which had left him with a major problem: he needed to get to Giles so he could discuss - and hopefully cure - the sudden new weirdness in his life, and he couldn't do that while blue and scaly, even in a town as oblivious as Sunnydale. With his own body out of the question, Jesse would have been the obvious choice; it wasn't like he'd run into the real Jesse while out and about and they were close enough in size that his clothes wouldn't look out of place on Jesse's form. But given that he had no particular desire to end up staked or beheaded, there would be no running around as a vampire. Moving on… Giles was utterly unusable, even if Xander had been inclined to take on the older man's appearance. That left Xander with… girls, girls, and additional girls for viable choices.

Joy.

Quickly, he shifted through the forms he had a firm grasp on so he could compare their relative merits. The hot neighbor? Hmm. She was a definite possibility since nobody at school would know her, but things could potentially get very awkward if he ran into anyone who knew her on the way there, especially since he'd be wearing baggy Xander clothes and not proper women's clothes. Buffy? Probably as bad an idea as Giles, since she would probably hit first and ask questions never if she came face-to-face with herself in a hallway at school, to say nothing of the clothing issue. Cordelia? God, trying to navigate the hallways would be a minefield. Oh, and there was still a clothing issue there. Gwen? He didn't even know her last name. There was no way he could pass himself off as her. And the damn clothing issue. Harmony? Both of the problems he had with Gwen, plus… eww. Which just left Willow.

Willow. Who he knew best of them all, both physically and mentally, and to whose house he had a spare key, meaning he could sneak in and get real Willow clothes to go with his new Willow body, instead of wearing his own clothes to school. Oh yeah, he had a winner. Looking into the mirror, he focused and transformed into Willow before dashing over to grab his spare key to the Rosenberg house. Now all he had to do was sneak out of his house, across town, and into her house without being seen once.

Piece of cake.

…although he should probably put something on before he tried any of those things…

* * *

_November 1, 2011  
Rosenberg Household  
Sunnydale, California_

* * *

Looking around nervously - all the while trying not to actually look too nervous, which would be suspicious and might prompt the neighbors to call the cops - Xander used one hand to keep his far-too-baggy-for-Willow's-slim-form boy pants from falling down as he slipped his spare key into the back door's lock. As much as he loved his best friend, she was horribly predictable and he knew her morning routine so well he could set his watch by it. By now, she would be roughly a block from school and closing fast. Maybe at the front doors already if his watch was a few minutes off.

Where she was not, however, was anywhere near her house. Which made his job easier; all he had to worry about during this little B&E session were neighbors and Willow's parents being home. Since the latter was a very infrequence occurrence and the overgrown shrubs blocked the former from seeing him, he was essentially home free. He hoped, at any rate. Even then, it wasn't until he'd entered the house and called out for 'mom' and 'dad' in a passable imitation of Willow's voice, receiving no response as expected, that Xander truly relaxed. Despite logically knowing that he was past the point of needing to race a clock - there was no way 'Xander Harris' would be attending classes that day and the real Willow Rosenberg definitely would be - he didn't dawdle as he moved about his friends house, the layout almost as familiar to him as his own house's after so many years.

Ascending the stairs to Willow's room, he quickly stripped out of the jeans and t-shirt that fit his borrowed body so poorly, reverting to his scaled blue form as soon as that was done. Sure, he'd taken advantage of his new powers to have a bit of fun staring at a bunch of naked girls in the mirror that morning but running around naked while wearing his best friend's body just felt… weird… for some reason. Opening her hamper, he dumped his shirt and jeans in, hiding them under a layer of her own dirty clothes before turning to regard his next foes: her dresser and closet.

He decided to start with the dresser, since the closet made him think of dresses for temple and other things that needed to be put on hangars. Rummaging through it, he quickly found a pair of jeans and a sweater that would do for the day… the purple sweater was a bit girly but far, far better than having to wear a tank top or a skirt or something else distinctly feminine, like one of Willow's trademark corduroy overall… skirty… things. It was when he opened the top drawer to retrieve socks that he ran into a stumbling block. Well, not precisely a stumbling block. More of an extremely embarrassing obstacle.

Underwear.

Should he steal some? After all, it wasn't like he hadn't gone commando once in a while when his own supply of clean boxers ran out. And Willow wasn't exactly Cordelia-grade busty, so he didn't really need a bra… or did he? He knew it was common for some girls to go without them, but he had no clue where the cut-off was as far as how big - or rather small - was considered socially acceptable for going braless. What if Willow was on the wrong side of that line? Then he'd look suspicious. Okay, he decided, bra for safety's sake. Although if he was stealing half the set, should he take the panties too?

Xander sighed in defeat. In for a penny, in for a pound and all that rot. If he was going to be a clothes and body stealing, cross-dressing boy for the day, he might as well do it properly. At least Willow didn't do anything with her hair or wear makeup. Shifting his blue body to match Willow's proportions but not her full appearance - a neat little trick he'd stumbled upon while experimenting with trying to regain his own form - Xander dug through her underwear in search of something that didn't seem too terribly embarrassing. Except all Willow seemed to own were the kind of really sexy bras and panties that he would have expected to find in Cordelia's dresser. Some runway-worthy stuff from Victoria's Secret, a handful from Frederick's of Hollywood, and some really naughty black and purple stuff made by a company called 'Hanky Panky' of all things. Wow. His little Willow was growing up, it appeared. Weird. Especially considering he and Jesse had viewed her as a younger sister of sorts.

In the end, Xander opted to grab the least intimidating options: a matching Hanky Panky bra and panty set. Starting with what he assumed would be the simple part, he tugged the panties up his legs and frowned. While strange and vaguely uncomfortable, they were similar enough to the briefs he'd worn when younger that it wasn't a totally alien sensation. He looked over at one of the thongs peeking out of the still open drawer and shuddered. He'd take this feeling over something like that, thank you very much. The bra, on the other hand, was a good deal more complicated for him to figure out. Not like he had much experience with those, either on himself or real girls. He managed after a minute or two of trial and error, though, putting it on backwards so he could see what he was doing before giving it a quick one-eighty and sliding his arms through the straps.

From there, he was on the home stretch. Girls put their pants on one leg at a time, just like boys did, and sweaters were an equally unisex garment… at least when it came putting them on. The sweater itself, on the other hand? He wouldn't have been caught dead wearing any shade of purple as boy, much less one that was a soft, almost pastel purple. Checking his reflection in the mirror, Xander sighed in relief. Except for the stop sign red hair and blue skin, he looked like a normal girl. Very Willowy.

Except for the actual Willow part, that was. Concentrating, Xander shifted his hair to a more natural shade of red and lengthened it until it reached mid-back or so. Next came Willow's blue eyes followed by her pale, smooth skin. Inspecting himself in the mirror once more, he smiled. As long as he avoided Buffy and the few people that Willow tutored - and of course the real Willow herself - he might actually be able to pull off his little masquerade.

Speaking of, the morning wasn't getting any younger. The longer he spent at Willow's house, the longer it'd be before he caught up with Giles and hopefully got turned back into his normal Xander-shaped self. After making sure Willow's room was still as freakishly neat as when he'd arrived, Xander grabbed a spare pair of her sneakers and some socks before returning to the ground floor. Breezing into the kitchen, he perched himself on the counter and tugged his borrowed socks and shoes on. Now fully dressed, he slipped the spare key into his pocket and did his best to look nonchalant as he slipped out the back door.

* * *

_November 1, 2011  
Senator Robert Kelly's Office  
Los Angeles, California_

* * *

An hour and a half down the coast in a towering white building located at 11111 Santa Monica Boulevard in Los Angeles, another blue-skinned woman sat with her feet up on her ornate wooden desk as she massaged her temples, trying to make sense of her disjointed memories from the night before. Raven Darkholme was over a hundred and fifty years old and in that time, she'd seen a great many things. Strange things. Amazing things. Bizarre things. Not one, but two men who'd come back to life after she shot them dead. A woman who could turn herself into living diamond. A man who could move metal with his mind. A crazy bastard who looked like a walking American flag, and never seemed to die no matter how hard the Nazis tried. And yet the night before, when she'd found herself inhabiting the body of an unknown girl who apparently possessed both her powers and a teenage version of her base form, was easily the strangest thing she'd ever experienced.

Well, since the Seventies at any rate…

All of a sudden Raven realized what had been nagging at her since she'd returned to her own body: the town she'd been in the night before had looked familiar. Then again, that didn't take much these days. When one got to be as old and well-traveled as her, a lot of things seemed familiar, both people and places alike. Still, something about the town nagged at her. Had she visited it recently while masquerading as Robert Kelly? Given that he, or rather she, had to worry about reelection during the upcoming 2012 cycle, her aides had decided she needed to get a jump on wooing voters due to some unpopular stances that the original Robert Kelly had made before she'd replaced him. Accordingly, her schedule had been packed full of events all up and down the Golden State, filling most of the two hundred and twenty-eight days Congress wasn't in session with all sorts of inane things. Raven shuddered; she'd shook more hands and kissed more babies in the past month alone than in the century and a half that preceded it.

Raven sighed; she knew from past experience that this was the kind of thing that would haunt her until she figured it out. Assuming a more dignified position, she shifted back into Kelly's form and turned on the monitor of her computer to make it look like she'd been doing something useful for the last hour or two. That done, she poked the speakerphone button and cleared her throat, slipping into the voice that matched her form. "Melissa? Could you be a dear and bring in my travel logs from the last few months?"

"Yes, sir."


	2. Chapter 02

Joe's Note: And now, since I took over the Joe's Note of Chapter 1 to talk about what was going on with the reboot, a bit about this story. I was doing one of my regular 'purge the Challenge section with fire' crusades and ran into OldManAlexi's "A Mutating Halloween" challenge. I liked it and so I decided to do something with it. I've done a bit of mangling to create the setting for this story, even discounting that I pushed the entire mess - _Buffy_, _X-Men_, and _Spider-Man_ - forward to take place in the current day. It's set just after _X-Men_ (2000) and _Spider-Man_ (2002) but before either movie's sequels. In the case of _X-Men_, the supposed prequels - that create gaping plot holes you could put a helicarrier through - are disregarded as well. On the other hand, because that leaves me with a very limited cast of characters, I will be mixing in my own versions - some based heavily on their Ultimate incarnation while others are either 616-influenced or completely unique - to fill the gaps.

* * *

_November 1, 2011  
Chase Household - Cordelia's Room  
Sunnydale, California_

* * *

Staring at her reflection in the mirror, Cordelia Chase scowled and poked at her chest. Well, this was just great. For most girls, realizing that their bras were too small to do their job properly any longer and trading up for the next biggest size would be a cause for celebration. As long as the change was to the cup size, Cordelia amended; your band size going up just meant you were getting chunky and that you needed both new bras and a gym membership. But in her case, her bras were now insufficient because she'd gone up several cup sizes. Overnight. If not for the fact that her hair and eyes had both somehow turned bright green just as suddenly, she knew what everyone would be staring at when she inevitably left the house.

Oh, who was she kidding? Her breasts had gone from attractively large to figure-dominating flesh bags. Her new hair could have been all the colors of the rainbow or her eyes a demonic red, and people still probably wouldn't have even noticed she had a head. Pressing them together between her arms, Cordelia shook her head at the mile and a half of cleavage her actions created. Jesus. They were huge. Easily three cup sizes bigger than the bras that currently filled her dresser, if not four. She'd just come into a full D cup over the summer, prompting her to replace both her bras and a few tops that looked a bit Harmony-esque with that much chest showing. While the latter had been a bit irritating - she'd liked one of those shirts a lot - the former had left her worrying about her future. A 36D had been close to the upper limit of what the local Victoria's Secret carried in some styles. She still had a good four or five years of potential growth left ahead of her; if she'd kept going at her previous pace, it wouldn't have been long before she'd grown into a size where bras went from cute or sexy to mundane yet functional.

Well, she was firmly into that territory now. Cordelia out a slightly hysterical chuckle; worrying about the unattractiveness of bras sized DD and beyond seemed so stupid now. At least stores carried some DDs, even if the selection wasn't the best, and occasionally one more size beyond that. Now? She'd be lucky if she could find somewhere that stocked bras she could fit these monsters into. C had been nice, D had been tolerable even if it meant guys tended to lose track of where her face was, but these… these were just shy of freaky porn star territory.

Ugh. This was what she got for deliberately letting weirdness into her life. Cordelia had originally been planning to go as a sexy cat girl for Halloween before worrying that it was a bit childish and mundane for someone of her standing. Then she'd seen an artist's depiction of Spider-Man's partner while channel surfing and had an epiphany: switching from her original idea of a leotard, tail, and cat ears to the Black Cat was the perfect way to sex up her original idea and remind everyone who the hottest girl at Sunnydale High was, all without needing to go to her friends and tell them she was changing her mind. Finding a place that would sell a fitted black PVC catsuit to someone who was still a minor had turned out to be damn near impossible, leading Cordelia to resort to throwing an obscene pile of money at a seamstress her mother knew to come out to the house and do the entire costume from scratch.

By the time they were done, Cordelia found herself wishing she'd turned to Lauren from the beginning. The woman had started by looking through the pictures Cordelia had scraped together through hours of careful Internet searches, calls to the NYPD - who had totally fallen for her lie about doing a report on the rise of vigilantism in major cities and why it was a bad thing - and eyewitness descriptions, creating a composite that contained all the common elements from across every picture, sketch, and story. They'd quickly determined that there were some differences between Cordelia's 'busty for a high school girl' measurements and the figure that the black Cat was purported to have according to the bulk of reports, but Lauren had asked a single question - did Cordelia want to look like the Black Cat, or like Cordelia Chase dressing up as a sixteen-year-old Black Cat - before getting to work.

Lauren's 'small words' description of her final solution had been both amusing and amazing in its simplicity: padding. According to the seamstress, Hollywood often employed a gel-based padding for their own versions of what Victoria's Secret sold as the 'Miraculous' bra, a comparison that Cordelia was familiar enough with. She'd bought a handful of the 'two cups bigger' bras as a 36C and picked up another during her 36D shopping spree for those outfits that she wanted to add a little extra 'oomph' too. Lauren had just taken it a few steps further: the hips, butt, and chest of her costume had all been padded out with the material, leaving Cordelia with wider hips and a rounder ass to go with her expanded bust line and incredible cleavage so realistic that even she had problems remembering it was fake sometimes. A domino mask and a white wig from that new store Ethan's, and she'd been ready for a night of fun at the Bronze with her friends.

Two dances into what was supposed to have been a night of fun, there'd been dizziness followed by a whole bunch of blackness. She'd woken up on her own back lawn several hours later with sore muscles in the strangest places, and not even 'those' strange places, so it wasn't like she'd been date raped or something. But it was only after sneaking back into the house and up to her room, while she was stripping down before sliding into a nice hot bath, that she discovered something even more unsettling. That expensive catsuit of hers, with its extensive and carefully customized padding? It was suddenly a lot less padded. And the body inside it was a lot more padded.

And then she'd tugged her white wig off to reveal bright green hair in place of the brown locks she'd been expecting to see.

Strangely, the below the neck makeover bothered her more.

Ugh. Why had her family moved to Sunnydale again? Oh, right, the cheap real estate. Except they were rich. Had it really been necessary to save a few thousand by buying a big house in a craphole town instead of a big house somewhere cooler? Had her dad been paying off a sexual harassment settlement or something? Did the money saved thanks to Sunnydale's lower property taxes go towards child support for some half-sibling by way of a former servant that Cordelia had never met? Well, whatever his excuse… good for him. He'd saved a bit of money on their house. Was it enough to pay for the breast reduction she was going to need, and maybe a few years of therapy to boot?

Taking a deep breath, Cordelia drew herself up to her full height as she stared at her reflection, doing her best to compensate for the increased weight on her chest. As irritated as she was with her father, her hometown, and life in general at the moment, standing here glaring at her new breasts all morning wasn't going to accomplish anything. But at the same time, she knew that there was no way in hell she could go to school looking like this. While she was fairly certain she could use her social standing to browbeat anyone who got too curious about her physical changes into submission, there was nothing currently in her wardrobe that would fit her new figure and if there was one thing she didn't… wouldn't… do, it was ill-fitting clothes. She was Queen C. She was better than that. "Maria!"

"Yes, Miss Cordelia?"

"If my mom hasn't dragged herself out of bed yet, I need you to scare up one of the servants with a light accent. Someone needs to call the school and pretend to be her; tell them I'll be missing at least first and second periods because… go with 'doctor's visit' or something. I want to try and make my afternoon classes, so nothing that makes me sound like I'm dying." Looking back over her shoulder at the doorway, Cordelia met Maria's eyes and then raised an eyebrow at the woman's complete lack of reaction to her new appearance. Well… good. She had no desire to be stuck dealing with hysterical minions, especially since she'd probably have to do so when she caught up with the Cordettes. "And then you need to take me to the mall. Actually, we need to find a store that sells really big bras and then the mall."

"Yes, Miss Cordelia."

* * *

_November 1, 2011  
Sunnydale High School - Library  
Sunnydale, California_

* * *

"G-Man! I have a bit of a problem here!"

Sighing, Rupert Giles reached up to pinch the bridge of his nose. Some days, he really regretted allowing the Council to assign him to watch over the Hellmouth and its Slayer. Today was apparently shaping up to be one of them. Because as useful as Buffy's friends could be under certain circumstances, most of the time they were just plain exasperating. "Xander, how many times have I told you not to…" Rising from his chair, he opened his office door and froze as he took in the person standing before him. "…call me that?"

A person who looked very much like Willow but presumably wasn't gave Giles a lopsided smile that was pure Xander and moved to sit on the edge of one of the library tables, kicking her legs slowly as she stared at the librarian. "One time too few for it to actually sink in?" Sobering up, 'Willow' gestured to her body. "Like I said. I have a bit of a problem on my hands here."

"Xander? I assume that's you in there and that you haven't convinced Willow to play a horribly obnoxious prank on me?" 'Willow' nodded and Giles groaned, pulling off his glasses and polishing them furiously. A praying mantis woman, an Incan mummy girl, having his body occupied by a hyena spirit, and now this. With all of the mystical misfortune the boy seemed to attract, how was he not dead by now? "Do you know how you came to be in possession of Willow's body? Anything that might help us return the two of you to your rightful… she is in your body, right? This is a simple exchange of spirits?"

The person he now knew to be Xander shook his… her head. "As far as I know, she should still be Willow-shaped too at the moment and is probably sitting in class wondering where I am. No, see, this is where it gets weird and kinda disturbing. Somehow I got turned into a shapeshifter. A blue-skinned, definitely female shapeshifter. And considering I dressed up as a United States senator who was - last time I checked - a middle-aged white man, I'm not sure I like what that means."

Yes, the implications were rather ominous. If a spell turning everyone into their costume had turned Xander into a shapeshifting demon of some sort when he'd attempted to dress as a politician it meant that somehow, a demon had snuck its way into a fairly important position in the government. Bloody lovely, that. Incompetent Americans couldn't even make sure their elected officials were human. He'd have to pump the boy for more information on that front after they dealt with this crisis so the Council could dispatch a wetworks team to deal with the situation. "All right, first I need you to show me what you really look like. Perhaps I can identify what species of demon you are. And then we need to sit down and discuss as much as you can remember about last night. And why you've chosen to take up cross-dressing."

"In no particular order… believe me, I'm not particularly happy about being without a certain part that I've had all my life. But my shifting seems to be based on how well I can picture a person. Evidently I should have spent more time staring at myself in the mirror, because I can't turn back into me at all. And it's not that I can't turn into guys, either. I just can't turn back into myself. I had to pick a girl, though, because… well, the Xan-man looks at the ladies. The only two I could get looking even halfway human were you and Jesse. Problem is, my Jesse kept coming out as a game face vampire, so I couldn't exactly show up like that. My version of you was human but kinda like, bad funhouse mirror human. Also a no-go." Xander gestured down at his… her… body. "That left me with Buffy, Willow, Cordelia, and two or three other girls from school who will remain nameless because I don't want to admit to having looked at them that closely." Tugging at the sweater he - Giles had decided to just think in masculine terms, since it was Xander after all - was wearing, Xander grimaced. "I had a spare key to Willow's house and know her the best, so she was the obvious solution."

It was a respectable solution to an unusual problem; Giles had to give the boy credit for thinking things through, coming up with a plan, and executing it, all on such short notice. And… "Yes, I dare say I would prefer to remain one of a kind for the foreseeable future. Moving on, could you please show me your, erm, natural form? Or what passes for your natural form now that you've been changed by Ethan's spell?"

Xander nodded and scrunched up his face in concentration before relaxing. Slowly, his body began to change, pale skin turning blue as Willow's trademark long red hair shortened and turned a brighter, unnatural shade of red. Xander blinked and Giles gasped: in that fraction of a second, Xander's eyes had gone from blue to an inhuman yellow. After a moment, the azure adolescent gestured to his body. "Tada."

"Fascinating. I've never even heard of a species of demon that looks anything like this. Perhaps… that infernal machine over in the corner has a camera built into it, does it not? Could you perhaps take a few pictures of yourself for me to forward to the Council's research division? We'll withhold your real name, of course. While most of the Council's members embrace a 'live and let live' policy when it comes to benign demons - if for no other reason that we lack the manpower to combat both them and harmful demons - there are a small number of members who are considerably more vicious. I'd hate for harm to come to you because you decided to confide in me." Xander nodded his consent and turned away, wandering off towards the computer. Giles just shook his head. He really needed to ask the Council about receiving a raise one of these days. He just plain wasn't paid enough to deal with this sort of thing…

* * *

"…like I said earlier, my power seems to work on willpower and familiarity. 'And', not 'or'. I have to focus and push the change, but no matter how bad I want it, I can't turn into someone that my mind can't pull together the pieces for. So… I'm not sure if you noticed, but when I showed you all the girls here at Sunnydale High that I could mimic? I'm sure that the voice is a bit off on at least one of them. I just don't talk to her enough. Beyond those five, there are a half-dozen girls, maybe eight or ten max, that I can get sorta right but not quite. Which actually could come in handy, since it'd let me get around without the risk of being someone's twin. Hmm. Maybe I could use a random girl's form to get out and spend some time guy watching? It wouldn't solve the problem, but it'd buy me some time using the right bathroom. Of course that would mean staring a lot at a guy or two or three, and… well… eww."

Pausing with the library door half open, Willow Rosenberg frowned as she tried to make sense of the conversation. The voice was very familiar, but she couldn't for the life of her pin down whose it was. And what was this about a power? That let them turn into other people? Was Giles talking to a mutant or demon of some kind? But why would he be friendly to someone like that? Demons were evil - well, for the most part - and mutants weren't necessarily evil but not really the kind of people one wanted to associate with, especially in public. Slipping into the library, Willow carefully closed the door and hugged the wall, sneaking closer to where the voice had come from. She'd originally skipped lunch to ask Giles if he'd seen Xander, who had been oddly scarce during her first two periods, but this was much more interesting.

"Fascinating. And quite right about the twin problem. Which reminds me, we need to decide how to handle your identity for the duration of this crisis, preferably before Willow and Buffy drop in and see you like this. Buffy would likely try to slay you on sight and Willow… I'm not entirely sure what she'd do, but I doubt she'd be pleased with you." Willow peeked around the corner, spotting Giles with his back to her and blocking the other person from view. "Have you tried turning into someone who doesn't exist at all? Making up a face in your mind to shift into?"

"Yeah, but that's not exactly a solution either. I'd have to perfectly memorize that face too, or else if I shifted into someone else or relax into my blue form, I might not look right when I tried to shift back later." Willow inched a bit to the left, getting a partial glimpse of the girl who was speaking. The first thing that caught her eye was red hair… her red hair. Suddenly, why she might react negatively to meeting this person made a lot more sense. Giles' friend had stolen her body! "Although I did figure out something while I was waiting outside for classes to start. I can sorta… misremember… people if I try. So I can use the memories I have to make a good shift, but then make myself a little different so I'm not quite right. You know, like when you see someone you think you know but when you tap them on the shoulder, it's not them?"

There was a long moment of silence and then Giles flinched. "Ah. I see. If you could be so kind as to spare me your puerile fantasies and change back? I dare say that's even more disturbing than seeing a Willow who has your grin, Xander."

Wait, what? Xander… was Xander a shape-shifting mutant who was stealing her body? Unable to contain her curiosity any longer, the redhead stepped out from behind Giles, freezing at the sight before her. Although, to be fair, the Willow-shaped-Xander seemed just as shocked to see her. "Wills! This isn't what it looks like."

"So I'm not looking at a girl who could be my twin if I had great big… you knows?" Well, the oversized breasts were the most visible of the changes, but there were others that Willow was noticing the more she looked. Like how Xander had turned her blue eyes brown, added a generous helping of orangish freckles to her skin, and lengthened her hair before turning it a color closer to stop sign red. Inevitably, though, Willow's eyes gravitated back to Xander's chest. Wow. Those were really big. Like, Cordelia big. Or maybe even bigger than Cordelia big. Which officially put them in huge territory and meant they definitely did not belong on her body.

The creepy, not quite right, Willow-shaped-Xander slumped for a moment before straightening up again and meeting the real Willow's gaze as he slowly changed back to a perfect replica of her actual appearance. "Okay, so this is exactly what it looks like. But there's a really good explanation for all this." Willow shot Xander a skeptical look and he held up his hands defensively. "There is, I swear! Seriously, do you think I want to run around looking like my best friend? I had to pick someone I knew and change into them, or I woulda been stuck running around town looking like this." And then Xander's flesh rippled and changed.

Into a Smurf.

Actually, that wasn't entirely accurate, Willow realized. Xander had gone back to having the stop sign red hair, although it'd gotten far shorter, while Smurfs had white hair. And his skin had patches of blue scales instead of being entirely smooth, another non-Smurfy feature. And his eyes… instead of being her blue or the chocolate brown he'd been wearing when she first saw him, now they were entirely yellow save for the pupils and very demonic looking. Not to even start in on the whole female body and female features and her Xander-shaped friend was apparently no longer Xander-shaped. He was creepy demonic blue chick-shaped. How… when… why..?

Before she could ask any or all of those important and very valid questions, the library doors slammed open as Cordelia stomped in. A very green-haired Cordelia… who had evidently gotten the memo that Xander was borrowing certain bits of her and had likewise upgraded to keep her throne as the bustiest girl in school? What the heck? "I don't suppose one of you freaks wants to tell me why I took my wig off this morning and found this underneath instead of my real hair? And don't even try pretending to be innocent; everything weird that happens in this town involves you people, at least since Buffy came to…" She trailed off, eyes locked on the blue girl sitting on the library table. Rather than scream or run, like Willow would have guessed, Cordelia's eyes narrowed hatefully. "Mystique!" And then in another move that surprised Willow, the cheerleader thrust her oversized purse out in front of her and yanked it open.

Six jagged shards of metal rose up out of the bag and hovered for a moment before launching themselves at Xander.


	3. Chapter 03

Joe's Note: This chapter was posted while my normal beta was on vacation and so it was filled with assorted errors. And got patched up even more when she pointed out some actual plot and character errors, meaning I was really off my game. Which is why it's always a good idea to reread my stuff once in a while if it's been a while since I updated. Because hey, this version of the author's note was written over a year and a half after the chapter was originally posted, when I came back through to do one last round of cleanup and tweaking.

* * *

_November 1, 2011  
Sunnydale High School - Library  
Sunnydale, California_

* * *

Xander jumped as the library doors slammed open, but before he could focus enough to morph his body into something a bit more human looking, his brain froze at the sight of a green-haired Cordelia. An exceedingly busty and green-haired Cordelia. "I don't suppose one of you freaks wants to tell me why I took my wig off this morning and found this underneath instead of my real hair? And don't even try pretending to be innocent; everything weird that happens in this town involves you people, at least since Buffy came to…" She trailed off, eyes coming to rest on Xander and, for some bizarre reason, he almost felt as if he… knew her? And not just because they'd been in school together for years. Other memories, separate from his own, danced just out of his reach. Taunting him. His suspicion that his demon form knew Cordelia was reinforced when her eyes narrowed hatefully. "Mystique!"

Before Xander had the chance to ask who or what the hell she was talking about, Cordelia thrust out her massive designer purse and yanked it open. Six jagged pieces of metal floated upward into view and hovered in midair for a moment before launching themselves at Xander. It was then that he learned he'd acquired - or rather retained - not one, but two gifts from his Halloween costume: the ability to shapeshift and incredible flexibility. He threw himself backwards, tucking his head and rolling until he landed on his stomach, legs spreading wide in a perfect split as he flattened himself against the table. The metal missiles whistled past overhead and then Xander was hopping up, hurling himself at Cordelia.

Two more pieces of metal rose up out of Cordelia's purse as she dropped it to the floor, larger sheets that wrapped around her fists to create metal gloves. WIth her precious nails protected from harm, she had no problem trying to counter his lunge with a sloppy punch that he evaded by twisting his body in midair, continuing on past her until he hit the ground. Rolling, he popped back up onto his feet and dodged two more punches as he circled to her left, waiting until she was pulling back in preparation for a third punch before lunging forward again. Cordelia threw the punch and Xander grabbed her wrist, pulling her arm forward until she squealed in pain at the overextension before chopping harshly at the back of her neck. She dropped to her knees and Xander tackled her hard, flattening her onto her stomach and perching on her butt as he grabbed both arms and yanked them back to the small of her back. "What the hell, Cordy? I thought you were supposed to be the one around here with class. Since when do you try to kill people with chunks of metal?" He paused. "Since when can you do that, by the way?"

"Like you don't know, Mystique. What the hell are you doing in Sunnydale? Did Grandpa send you to find me? I still don't agree with what he's doing and I'm certainly not going to help break him out of whatever plastic hole the government shoved him into." Struggling, Cordelia suddenly beneath Xander. "Wait a minute. 'Cordy'? You always call me 'Miss Lehnsherr' just to piss me off."

Xander rolled his eyes, with said eyes shifting from yellow to blue as he returned to his Willow-shaped disguise. He debated letting her up, or at least releasing her hands, but decided against it for the time being. Granted she probably didn't need her hands free to send those flying metal spikes of hers at him, but she wouldn't be crazy enough to try that trick when he was this close to her… right? "I have no idea who Mystique is, Cordy, I'm in Sunnydale because I've lived here my entire life, and I don't know a damn thing about your grandfather. And your green hair is probably connected to my blue skin. It's me. Xander."

Peering back over her shoulder, Cordelia raised an eyebrow at him and wiggled her wrists in his grasp until he released her arms. Once freed, Cordelia wriggled beneath him awkwardly until she managed to roll over onto her back, lying there and staring up at him with her mouth wide open in disbelief. It was silent disbelief for the first few seconds… and then the laughter started. "Oh my God. Xander? Seriously?" He nodded, setting off a whole new round of laughter. "And I thought my hair was bad. At least I can dye it. You got turned into Smurfette!"

"Yeah, well, I can shapeshift. As made obvious by my change from blue to Willow. Your eyebrows are green, so have fun trying to make yourself look normal again." Xander paused as something occurred to him and he gave Cordelia a slow look over, or at least as best he could while sitting on her. When he was done, his eyes went to her chest and one borrowed red brow rose. "I was going to ask if all the hair on your body was green now, but I can think of at least one thing more interesting than your hair to ask about. Or rather two things."

"Oh, you did not just…" A knee abruptly slammed into his back, knocking Xander forward and leaving him unbalanced enough that Cordelia easily managed to grab him by his slim shoulders and shove him sideways and off of her body. Hopping back to her feet with surprising nimbleness - especially considering her new 'gifts' - Cordelia summoned her six deadly friends from wherever they'd landed and decided to make a second go of it, shooting the gleaming metal shards at him again. Xander rolled across the floor, both hearing and feeling the impacts as they slammed deep into the hardwood, before deciding to go with a variation on the technique that had previously brought him victory and launching himself at Cordelia again.

The key word being 'variation'. Running purely on his new instincts, Xander deliberately landed just short of Cordelia and dropped to the floor so he could sweep her legs out from under her. Cordelia let out a squawk of surprise before throwing her arms out and… not falling. Crouched on the floor, Xander stared up at Cordelia in disbelief as the green-haired girl floated there in midair for a few seconds before slowly righting herself and dropping back to the floor. Okay. So evidently Cordelia had been hiding a whole bunch of secrets from them…

Before they could go any further, though, Giles cleared his throat. "If you could keep from destroying my library with your childish behavior, I would greatly appreciate it." Rising to his feet, Xander exchanged a guilty look with Cordelia before edging away from her. "Thank you. Now, Cordelia, I had previously believed Xander to be some previously unknown species of demon but if you have information to contribute, I would like to hear it. Also… the surname Lehnsherr familiar to me for all the wrong reasons, and when combined with your other comments… I can't help but hope you are not referring to the man I think you are when you say 'Grandpa'." Pausing, Giles turned to look at the third of their number, drawing Xander's attention to where Willow stood with her shiny new white iPhone 4S raised in front of her. "…and what on Earth are you doing?"

"Um… a bit of cathartic transference?" Willow's reply made Giles sigh and pinch his nose, the redhead automatically turning her attention to deliver the explanation she knew he'd need. "I'm not really the catfighting type - or the confrontation at all type, to be honest - so I figured this would be the closest I ever got to getting back at Cordelia for all the mean things she's ever said to me. Because you looked like me while you were fighting with her. So… taped it. Gonna watch it again later and cheer 'me' on more."

Oh. Made sense to him. Sorta. Xander offered Willow a hesitant smile and a thumb's up. "Glad I could help?"

"This doesn't get you out of trouble for stealing my body, though."

"Damn."

Cordelia huffed, ignoring their byplay as she reached up to fuss with her hair. Once she was a bit more presentable, she turned her attention to Giles and answers to his questions. "If you're thinking of Erik Lehnsherr, also known as Magneto the psychotic mutant terrorist with the glowy energy weapon he tried to use on the UN delegation? You're not wrong. He's fathered three daughters and one son, or at least that's how many we know about. With all his wandering and fake names and bad luck, there might be more out there and so I could have aunts and uncles and cousins I don't know about. Anyway, the ones we're sure of… he had a daughter named Anya with his first wife but she was killed and then that wife freaked and ran off after he went batshit and used his powers to kill the people who kept him from saving his daughter… and then took out what was left of the town just for good measure. It turns out that Magda was pregnant when she ran off on him, and later gave birth to a pair of twins: my Aunt Wanda, who can mess with reality for giggles, and Uncle Pietro, who has superspeed. Not sure how that worked out or what either has to do with magnetism, but that's genetics for you." Cordelia shrugged before pointing to herself. "Eventually, my grandpa met a woman named Suzanna Dane. She's my grandmother. She gave birth to a bouncing green-haired baby girl named Lorna, who has his powers but thankfully lacks the whole 'take over the world' gene. She took the name Miriam Lockner when her father ran off to go on his Pinky and the Brain kick and married a boring flatscan so she could live a life of wealth and comfort. I'm the product of their largely loveless marriage. Before last night, I had the powers without the freaksville look that mom gets when she forgets to book an appointment to have her roots touched up but I guess I can kiss my days of blending in goodbye."

"I'm sorry…" Giles looked utterly baffled, not that Xander could blame him. It was a lot to take in. Cordelia was a mutant? Whose grandfather was Magneto? And Miriam Chase, whose picture was probably next to MILF in the dictionary, was really a green-haired mutant who had inherited the man's fearsome magnetic powers before passing them on to Cordelia? Except it turned out Giles was stuck on something else entirely. "Who or what are '_Pinky and the Brain_'?"

Eyes wide, Cordelia stared at Giles in disbelief. "You're serious? 'Gee Brain, what do you want to do tonight?' 'The same thing we do every night, Pinky: try to take over the world!' No? Nothing? Doesn't ring a bell?" Giles stared back at her blankly before slowly shaking his head and Cordelia threw her hands up in the air. "Seriously, even I've seen that cartoon. It's hilarious."

Fairly certain that Cordelia's homicidal moment had come to an end if she was quoting Saturday morning cartoons - and was it wrong that hearing her do it made her seem even hotter than she did before - Xander slowly rose to his feet. "So… about this Mystique person. I'm going to go out on a limb and say she's a fellow mutant who works for Magneto? A blue shapeshifter? Looks a lot like I did when you came in?" Cordelia nodded. "Would your grandpa ever, say, assign her to pretend she was a United States senator?"

Cordelia shook her head, paused, and then nodded slowly. "He wouldn't have before, but now that he's captured and imprisoned… especially if the senator was someone who had access to information about him, I can totally see Mystique doing it. But what does that…" Moving in, Xander reached out and tapped one finger just below Cordelia's collarbone, and comprehension dawned in the cheerleader's eyes. "That's how you got blue. Who'd you dress up as? And… God, what kind of freak dresses up as a politician for Halloween?"

Scowling, Xander went to cross his arms over his chest before aborting the move on account of the awkwardness of having breasts. Stupid temporary girlhood. He settled for putting his hands on his hips instead. "I went as Senator Robert Kelly. One of our state's senators. I had to grab a costume last minute, so I borrowed this suit I found in the basement of my house and then stopped back at Ethan's on my way to school. I picked up one of the dud Blackberries I remembered seeing; according to him, a lot of girls were going as smart and powerful women, so there was a market for them. Oh, and he threw in this little flag pin to wear on my suit jacket's lapel when I told him what I was doing. Next thing I know, I'm blue. So I'm going to go out a limb here and guess…"

Even Cordelia could put two and two together. "…Mystique has replaced Senator Kelly to get information to free my grandpa, and when you got turned into Senator Kelly, you really got turned into 'Senator Kelly' and so now you have her powers." She tapped one finger against her chin even as the fingers of her free hand made a beckoning gesture, causing her makeshift projectiles to float up off the floor and return to her. "If Mystique is Magneto's minion, and I'm Magneto Junior Junior while you're Mystique Junior, does that mean I get to have you as my minion?"

Xander snorted. "Uh, no. Whole world of no. Unless…" He trailed off, looking Cordelia up and down. What exactly did minionism entail? Was it anything like being a Cordette? Because they got to see Cordelia in the locker room showers and stuff. If that was part of the minion package, then color him interested. "Well, I guess I could be open to negotiations. What kind of benefits package do you offer?"

"Are you checking me out?" Shuddering, Cordelia made a motion with her hand, bringing the hovering metal shards back towards her and then around to float between the two of them. "I just got checked out by Willow Rosenberg. Actually, being ogled by Willow would be bad enough. But no, I got checked out by a boy wearing her body. My dive into the world of creepy stuff is officially complete."

Rolling his eyes, Xander decided to take advantage of his new powers to freak Cordelia out and smoothly shifted from Willow's form into a replica of what Cordelia had looked like before the magic of Halloween had changed her. And ow, stuffing that much chest into a Willow-sized bra was not comfortable in the least. Not to mention that he felt like he had the world's worst wedgie. "Aww, I'm sorry. Would it be better if I checked you out while I was wearing this body, Cordy?"

Cordelia frowned, tapping a finger against her chin. "I don't know. Would that be lesbianism, incest, or masturbation?"

"Wow. Okay, you two are done talking. See. Resolve face. No more perversity." Willow's glare swept back and forth between the two of them and Xander raised his hands in surrender, shifting back into the redhead's twin before changing a few small things up just to make who was who easier for Giles and Cordelia to keep track of. Ah. Much more comfortable. "Now that we're done with that, why don't we take turns. Cordelia, you and Giles can talk to see if he can solve your problem while I find out more about why Xander's been wandering around town wearing my body. When you're done, either you leave or I'll help you look stuff up if Giles has any leads and Xander, you and Giles can go back to talking about your problem. Does that work for everyone?"

Snatching the metal shards out of midair, Cordelia shoved them back into her purse one by one. "Fine. You two stay over here until I leave, though. I've already been infected by your weirdness enough today. I don't need any more rubbing off on me."

Given their previous topic of conversation, he so could go somewhere with that one… but he had a feeling Willow would not be amused, so Xander just kept his mouth shut as Willow approached him. Circling him slowly, she reached up to run her fingers over his cheek. "This is so weird."

Xander blushed, half at the fairly intimate contact and half in embarrassment over what he'd done to his best friend. "Sorry, but I kinda had to. Whatever's going on, it's hard for me to turn into anyone I don't have a really good mental image of. Turns out… don't look at myself in the mirror enough for my powers' taste. That left Buffy, Cordelia, you, or a few other girls I wouldn't have been able to fake half as well. And since you were the only one who I could figure out how to steal clothes from…"

"You stole my clothes?" Willow's eyes went wide and then she narrowed them at him. "I thought you stopped at a store on the way over here and got that outfit. I haven't even had a chance to wear that sweater yet, darn it! Meanie. I'm sending you to the mall later with my parents' credit card, mister. I don't know why, but you in my clothes is even weirder than you borrowing my body." Then something else occurred to her and she looked both ways before seizing the shoulder of his sweater, pulling it just far enough to one side to reveal the strap of his liberated bra. "You stole my underwear?!"

Her indignant shriek attracted both Giles and Cordelia's attention and Xander groaned in embarrassment, hiding his head in his hands. "Way to go, Wills. Was kinda hoping we could keep that one between us."

As Giles polished his glasses furiously and Cordelia laughed anew at his humiliation, Xander pulled away from Willow and returned to his perch on a library table, wondering if it was possible for things to get any worse. And then it did. Well, insofar as he wanted to keep knowledge of his problem to as few people as possible and the world decided another person needed to know. Buffy breezed into the library, checking her appearance in a compact as she walked. Peering over the top, she waved her free hand. "Hey Giles. Willow. Cordelia. Another Willow." Then she paused, realizing what she'd just said, and looked up slowly. "Since when do we have two Willows?"

Willow looked at Xander, not quite what to say, and he grinned as an idea came to him. Meeting Willow's eyes, he mouthed 'go with it' to her. As much as he loved Buffy, she wasn't exactly the brightest bulb in the chandelier most of the time and so he wanted to see if he could have some fun with her. Doing his best to channel Average Cordette #3, Xander scoffed. "Um, so not Willow. My eyes are brown. And I have freckles. I'm Michelle. Michelle Flaherty. Willow's cousin. My parents sent me to stay with Aunt Sheila so they could go on this month-long second honeymoon without getting charged with neglect or abandonment, except Aunt Sheila evidently forgot to tell them that she wasn't going to be in town either. So it's just me and Willow, but that's cool because Willow and I get along well. Who are you?"

"Oh. Willow didn't mention me?" Buffy shot the redhead an odd look, equal parts curious and betrayed, before returning her attention to 'Michelle' and forcing a smile. "I'm Buffy. Willow's best friend. I'm sure we'll be seeing each other a lot. But, uh, that'll have to wait until later. Giles? Can I talk to you? Alone?"

As the blonde dragged her Watcher off to talk in his office, Xander bit his lip hard to avoid laughing. As soon as the door closed, though, he broke down with Cordelia following soon after. Willow managed to keep from laughing with them, although she did crack a smile. "Xander! That was mean!"

"Funny, though."

"Well… okay, it was. A little. Still mean."

* * *

_November 1, 2011  
Xavier's School for Gifted Youngsters - Cerebro  
Westchester, New York_

* * *

"Now show me Esme, if you would?" Before Emma Frost could even finish her request, the ethereal people that filled Cerebro blurred around her and the glowing red form of her eldest daughter appeared between her and her student, sitting at what Emma recognized as the local Starbucks with a few blurry white figures. Flatscans. One of these days, she really needed to talk to her girls about making friends with the wrong sort. For now, though… "How do you keep-"

"This may be the fifth time you've done this exercise with me, but it's probably closer to the five-hundredth time I've done it with you. I learned your pattern back when you started training me." Raising her hand, Rachel Grey used a finger to trace fiery letters in midair, spelling out the word 'SPICE'. "You started by asking about each of your daughters in a specific pattern." Quick flicks of her finger added some arrows, and then another word below 'SPICE'. "Then you rotated who started each time after that." Rachel filled in 'PICES', then a second set of arrows, 'ICESP', another row of arrows, 'CESPI', yet more arrows, and finally 'ESPIC'. "So I just keep track of who you ask for first, locate all five at once, and then deliver them in the right order. Voila. Happy teacher."

Tilting her head to one side, Emma stared at the redhead standing in front of her until Rachel started to squirm, at which point Emma smiled. "So, since it's becoming increasingly clear that I've already taught you everything I currently know - including my morals - is there anything that you'd like to teach me?"

Rachel's brow furrowed as she contemplated that. "Well, considering you just gave me this secretive little smile when I asked who taught you certain things that not even Mom can do, I'm pretty sure that I'm actually supposed to teach you a thing or two while I'm here or else you won't be able to teach me in the future. Kinda like being my own grandma, just without the icky incest part. Let's see. I… can't actually let you try this because you don't have the power yet, but if you want, I can prove it is possible so you can try it a few years down the road?" Curious, Emma nodded and Rachel jerked a thumb back over her shoulder. "Behind me, please? And can you hold the back of my shirt up? It's one of my favorites and I don't want to torch it doing this."

Deftly ducking under one of the metal cables that connected Cerebro's helmet to the console, Emma moved to stand behind Rachel as directed. Using one hand to lift the back of the redhead's shirt, Emma used a finger from the other to trace the odd, blocky, vaguely avian tattoo that adorned the small of Rachel's back. "I still don't understand why it was necessary to deface your skin like this…"

"You will someday." Rachel's head lolled forward as she took a few slow breaths and then snapped back as she inhaled sharply. Beneath Emma's finger, the tattoo shifted from black to a fiery mix of red and orange, heat licking at her bare skin until Emma pulled her hand away. Around them, Cerebro surged to life but rather than display the faint outline of the Earth's continents set ablaze by white or red points of light, Emma found herself staring at… the surface of the moon? After a few seconds, the image shifted and zoomed in on a rather unremarkable spot to the northwest of the Sea of Tranquility. Or at least it appeared unremarkable at first; as Emma watched in disbelief, blue dot after blue dot flared into existence. "History always was my weakest subject. Probably because Professor Summers could put a statue to sleep. Have you met the Inhumans yet, Mother?"


	4. Chapter 04

Joe's Note: Having written the original descriptions of Willow - and therefore how Michelle differentiated herself from her 'cousin' - from memory instead of pictures of Alyson Hannigan, there were a few things that were backwards in the original version of this story. Michelle being the one without freckles, for instance. Also a bit of updating was done as I bump the timeframe forward into the modern day, both in terms of fashion and accessories. Nothing earth-shattering, but it does ripple forward through the other chapters.

* * *

_November 1, 2011  
Paseo Nuevo Shops & Restaurants - Main Level Concourse  
Sunnydale, California_

* * *

"So, explain to me again how I ended up getting roped into this? Because last time I checked, I didn't like Xander at all and… well, Xander liked staring at me but that doesn't exactly a friendship make. And with how things have gone so far, I'm not sure I'm going to like 'Michelle Flaherty' any more than I liked Xander."

Rolling his eyes at Cordelia's repetition of the same question for the sixth time since they'd arrived at the mall, Xander decided to fall back on the same answers he'd thrown her way the last five times she'd asked. "You got 'roped into this' because you jumped out of your seat, volunteered, and then dragged me out of the library when I mentioned I should probably buy some clothes of my own so I wouldn't have to keep stealing Willow's. Probably because your choices were sitting there researching a cure for our weirdnesses with Giles and Willow or coming to the mall with me." Cordelia let out a noncommittal hum at that and Xander decided to feed her ego a bit. "Besides, who should I have brought with me? Willow's all for me buying my own clothes and is even willing to pay for it using her parents' credit cards because she's in one of her 'if they didn't want me doing whatever I wanted, they'd be here to stop me', rebellious for Willow moods. But, as you love to point out, she isn't exactly fashionable."

A little snort of laughter escaped Cordelia at that. "Willow isn't exactly fashionable? That's like saying Charlie Sheen isn't exactly sane. Bit of an understatement."

"…nice. Moving on. Buffy? I'd rather not tell more people about this until I have to, and she's avoiding me and Willow right now anyway for some reason. She… probably thinks she has to hide her Slayer-ness from 'Michelle'. Oops. My bad. Anyway, she's out, Willow's out, and that leaves… Harmony, Gwen, or one of the other Cordettes that I don't really know? And would have no excuse for cornering and dragging on a shopping expedition? Or, you know, you. You, who already knows all about what's going on with me and won't blink if I say something boy-ish, has forgotten more about fashion than most girls twice our age have learned in their lives, and who knows a thing or three about racking up hefty credit card bills. So here we are."

Cordelia paused for a moment before nodding. "Ah. Well when you put it like that, it makes a lot more sense." Standing in the middle of the mall, she looked back and forth, trying to choose between two stores on opposite sides of the concourse. "So anyway, I've got a basic idea for what I want to do with you for a makeover but I figure I might as well ask… anything to contribute?"

"What, you mean like where we should shop or something? Don't know what you were expecting, considering how much you pick on what I usually wear. But no. The mannequins in the windows look the same to me, Cordy." Xander shrugged helplessly, looking first at Abercrombie & Fitch and then over at American Eagle. Yeah, essentially identical as best he could tell. Well, one had a wall up behind the mannequins that was covered in a massive mural of half-naked guys posing in their products, while the other allowed shoppers to look directly into the store itself. But the clothes on the mannequins didn't seem any different to him, no matter how hard he looked. "I don't know, are we a few inches closer to one store or the other? Eeny, meeny, miny, moe? I'll be one, you'll be the other, and we can do rock-paper-scissors?"

Letting out a groan, Cordelia grabbed Xander by the wrist and tugged him towards American Eagle. "Fine. We'll go here. I'm more of an Abercrombie & Fitch girl when I slum it and shop at stores that you and Willow might actually be able to afford and tolerate Harmony buying most of her clothes here to try and imitate me. So if we get most of your clothes here at American Eagle, it means there's less of a chance of you showing up for school in the same outfit as one of us by accident." Stopping in the entrance, she looked around the store to orient herself before guiding Xander over towards a section with brightly colored tops. "So, how are you going to manage school, anyway? And what's up with your whole 'dude looks like a lady' vibe?"

Xander let out a little gig… snicker at that. Not a giggle. Even if he was a girl on the outside, he wasn't on the inside and he most certainly did not giggle. "Aerosmith? Never saw you as the classic rock type, Cordy. More Billboard Hot 100, flavor of the week and all."

"Shut up, dork. You said it yourself, Aerosmith is classic. Everyone knows Aerosmith." Reaching over, Cordelia jabbed Xander in the ribs with one well-manicured finger. "And avoidance much? Answer the questions."

Rolling his eyes again, Xander pulled away so he could examine a rack of t-shirts. The fabric was a bit lighter than what he was used to and Xander knew from past viewing of girls around school that white t-shirts came with their own issues, but the bright floral patterns were kinda cool. Like a girly version of the Hawaiian shirts he loved to blind people with. "Willow said she can create 'Michelle' for me. I trust her. I mean, it only needs to be good enough to get me into Sunnydale High, not pass a Secret Service background check. And the story I gave Buffy earlier will work for why nobody has met before."

Cordelia let out a little snicker at that. "Still can't believe how easily she fell for that. And she's supposed to be the one standing between us and the end of the world? We're so screwed." Pulling the shirt Xander was examining from his grasp, she batted at his hand when he let out a whine of protest and reached for it. "I hate to break it to you, but plunging v-necks are for girls with cleavage. Willow, and therefore Michelle, does not fall into that category."

"You do realize I can fix that, right? Shapeshifter and all?" Cordelia arched a brow and Xander looked both ways before concentrating and doing his best to 'misremember', as he'd called it earlier. With one of Willow's fluffy sweaters on, going small time and adding a cup size or so would be visible but not especially dramatic and so Xander decided to go overboard like he had in his library demonstration, melding his favorite feature of Cordelia's onto Willow's body. "Tada. Look familiar? Or have you already forgotten the good old days when you could still see your feet?" And ow. Crap. He really needed to stop doing that while wearing one of Willow's bras.

The green-haired girl stared at Xander's chest in disbelief as he went from having molehills to mountains before looking up to meet his gaze. "I have never hated you more than I do right now. Do you know how much it's going to cost me to get these things shrunk back to normal? And you can do that kind of thing just by thinking about it." Then Cordelia went from a pout to a scowl and smacked him on the shoulder. "And shut up. I can too see my feet." Xander shot her a disbelieving look at that. "What? I can? My breasts aren't that… okay, fine, I can only see my toes." He raised an eyebrow. "My big toe." The other rose. "Okay, fine, the tip of my shoe and only when it's something nice and pointy. Happy now?"

Now that his ability to properly wear it had been established, Xander returned his chest to normal and then reclaimed the floral shirt from Cordelia. "Well, you have neat powers too, Cordy. I'm sure that when I need to get metal things down off shelves over my head, I'll be very jealous of you. Besides, who says you need to have surgery? I think you look perfect just the way you are." Cordelia reached out to smack him again and Xander dodged away, looking around more. Rifling through the racks of shirts, Xander found another blue and white shirt like the first, then one in shades of red, and then a blue and purple one. That was about as girly as he was willing to go, though, passing up on the pink shirt, as well as the yellow. He moved on to another display of similar t-shirts, these in solid colors with logos printed on them, but Cordelia pushed him past them and onward to some regular tees. "What?"

Cordelia pulled a black t-shirt with the store's name across the chest in beadwork off a shelf, holding it up to Xander's chest before tossing it onto the pile that was growing in his arms. "We're going into rainy season. And it does get a little chilly at night during the winter. You'll probably want stuff a bit more covering for either of those times. Not to mention that you can pass it on to Willow when you get fixed." Good points all around. "So, you avoided the important question. I mean, not that I mind since this is probably the closest I'll ever come to turning Willow into a real girl, but why are we doing this? Why 'Michelle'? Why not 'Bob' or 'Joe' or 'Mike'?"

Sighing, Xander continued on and selected a few more t-shirts and even a tank top that matched the floral ones he'd picked out earlier, before turning and heading for the large selection of jeans on the far wall. "Forgot you missed the two times I've given this speech. I don't know about your Mystique, but my powers seem to work off of how familiar I am with someone. Evidently, I'm don't spend as much time staring in the mirror as you, so I can't turn back into myself. I don't spend much time staring at guys, so it's hard for me to turn into them. I could change that, but… I'd feel kinda gay."

"And running around in drag isn't gay?"

"Does this count as drag? Since I'm a girl under the girl's clothes and all?" Xander and Cordelia paused to ponder that one for a few seconds before shrugging almost in unison and resuming their journey. "Besides, if you think about it, I'm kinda living the dream right now. I can get to second base all by myself. Guys would kill to be me." Cordelia let out a groan of disgust, flicking her hand and slamming the arm of a nearby rack against Xander's shoulder. "Ouch! Anyways, couldn't be me, couldn't be another guy… that left me with three choices: girls, girls, and additional girls. Willow made the most sense at the time since I needed someone I could picture well and I had easy access to her house to get clothes from. Now, we have a backstory and so I'm just, you know, going with it. I think I'm going to make a few changes, though. After all, we're cousins not identical twins."

Cordelia smirked, looking over at Xander before letting her eyes drift down a bit. "Changes like your chest."

"Like my chest. So shoot me, I'm male." Xander looked down at himself, chuckling as he realized the irony of that statement. "Well, sorta. Going to do my eyes, too. Add some freckles. I want to change up my hair a bit but I don't know how yet. I'll probably hop on Willow's computer later and go looking for ideas." Coming to a halt in front of the rather intimidating wall of denim, Xander frowned before looking over at his green-haired fashion consultant. "I don't suppose you'd be willing to check my tag and then go find some jeans in the same size? Because… are those jeans actually different from each other? I mean, I see four or five shades of blue, but if there's something else going on there, I'm missing it."

Blinking, Cordelia stared at Xander in disbelief for a moment before pointing towards a section near the back of the store marked 'Aerie'. "Just go, before I start ranting and attract attention. Go on. Shoo. And just for that, I'm buying you a skirt. A miniskirt."

"But…"

"Two miniskirts. Emphasis on mini."

Xander decided to cut his losses and run, giving Cordelia a moment to check the tag on the jeans he was wearing before heading to the back of the store as directed. As he got closer, though, he started to wonder if tempting fate with Cordelia in the jeans section might be safer. Because while 'Aerie' hadn't really told him anything, he couldn't possibly mistake where he'd been banished to. He was in the underwear section.

Eep.

Steeling himself, Xander took a deep breath and entered No Man's Land. He helped Buffy save the world from vampires and demons on a regular basis, and had survived encounters with a praying mantis woman and an Incan mummy girl. Not to mention that hyena spirit incident.

Not.

Mentioning.

It.

If he could survive those things, Xander told himself, he could survive this. Reaching one of the displays, he sighed in relief. All right, this wouldn't be so bad. Safer than going through Willow's underwear, at least. Especially when he stuck to the 'five for twenty-five' section, there were lots of options that didn't completely offend his sensibilities: dozens of colors and patterns each in briefs, boy shorts, and something called 'tangas'. A moment's examination of the 'cheekys' was enough to convince him that they were not his sort of thing, though; all-lace backsides that left his butt exposed were a definite no. Not quite as bad as the bikini and thong styles, but still a great big no.

"Excuse me, can I help you?" Holy sneaky salesgirl, Batman! Hmm. The store had no windows. Was… Xander squinted, checking the girl's name tag… Emily here a vampire? The only other person who had that level of sneakiness, at least that he knew, was Angel. Oh wait, sneaky girl was talking. He should probably pay attention. "Miss? Do you need help? Because no offense, but I haven't seen someone look this lost since I brought my girlfriend Liz in to try and convince her that she could be the one 'wearing the pants' in our relationship and still dress like a girl."

Xander let out a snort of laughter at that as he began to pick out pairs of boy shorts at random, sticking mostly to blues because… well, even if he was a girl, blue. There would be no pink or purple or other soft, girly colors in his future, thank you very much. "No, I'm fine. Just sorta had a 'bwah?' moment because I didn't know these were on the shopping list today. Although bras are going to be difficult because I don't know what size I want yet…"

That earned him a strange look from Emily. "Uh, you get the size that fits, silly. Or is that the problem? We have a measuring tape in the back; I could do a fitting for you real quick like so you can buy the right bras."

"No, my problem is I don't know what size to buy because I don't know if I want to keep them this size or go up or down a…" Xander trailed off, realizing exactly who his audience was. Emily was staring at him the same way most people would stare at a two-headed snake or a three-eyed fish. The same 'what the hell?' expression he was pretty sure he'd had when he found out about the Slayer dating a vampire. Shit. Xander decided to fall back on an old standby: weird people out so they go away. "Hi! I'm Michelle! This one time, at band camp…"

* * *

_November 1, 2011  
Paseo Nuevo Shops & Restaurants - American Eagle  
Sunnydale, California_

* * *

Cordelia frowned as she looked back and forth between the six different styles of jeans that the store offered. If she'd been shopping for herself, things would have been easy: their Skinny jeans were the closest to what she tended to wear. But she wasn't shopping for herself. She was shopping for a girlified Xander. He would probably do better with the intentionally more masculine Favorite Boyfriend look. Grabbing a pair in each of the four washes offered, she hesitated before grabbing two pairs of the slightly more feminine Artist jeans as well, going for the extreme opposites of Painted Super Light and Rinse Indigo to give Xander the most flexibility when it came to putting together outfits.

An almighty crash made Cordelia look back over her shoulder. Xander was still over in the underwear section, although he hadn't klutzed out and caused the awful noise, surprisingly enough. No, that distinct honor went to a brunette salesgirl who was fleeing Xander's presence like the hounds of hell were chasing her. Their eyes met and Xander offered up a sheepish grin. Sighing, Cordelia looked away and counted the pairs of jeans in her arms before moving on towards the skirts. More than likely, she really didn't want to know.

* * *

_November 1, 2011  
Paseo Nuevo Shops & Restaurants - Main Level Concourse  
Sunnydale, California_

* * *

"Oh no. Hell no." Digging the heels of his new Keds in, Xander came to a stop and refused to move one more inch. "I am not going into Frederick's of Hollywood with you. Having to sit there picking out girl underwear for my new body? Awkward enough. Standing around in there while you pick out all sorts of sexy stuff and ask me for my opinion? Infinitely worse." Actually, to be honest, it sounded pretty close to heaven in Xander's opinion. But it was that fact that told Xander that him going through with it was a horrible idea: he knew he'd inevitably slip and say something he shouldn't, causing Cordelia to unload on him. Falling into a wood chipper was one thing. Sticking your arm into it voluntarily was something else entirely.

Cordelia just rolled her eyes before giving another tug at his arm. "Listen, I just spent two hours of my life helping you get every possible item of clothing a girl might need. The least you can do is come along so I can see how bad squeezing these monsters into what this place calls an F-cup might be. There's a boutique in town for girls my size, but replacing all my bras there would cost me… well, it'd cost Willow her first and secondborn, and just because I have money doesn't mean I like wasting it for no good reason. And they're not much cheaper online. So even if I'm a bit too big for anything at Freddy's, if I can find anything that fits well enough for now, I'd rather go with that. Especially if there's a chance we might fix this soon. Besides, giving fashion feedback is part of being a girl. You want to wear the form, you've gotta learn how to play the role."

Shaking his head, Xander continued to strain at Cordelia's iron grip as he attempted to flee the latest indignity she seemed intent on making him suffer. "Fine then. From this point forward, Michelle will be a butch lesbian who likes sports, carpentry, and… and monster trucks! So there! No fashion discussions for me!"

"You're pathetic." Releasing Xander's wrist, Cordelia opened her purse and held a hand over the top, a pair of nail scissors shooting up to slap against her palm. Handing them over, she pointed off down the concourse. "Fine. Go to the food court and make yourself useful. If you clip your tags here, you can get straight to unpacking when I drop you back off at home. I'll meet you there in half an hour." Finally. Food, relaxing, and small amounts of menial labor. That was a plan he could get behind. "And don't you dare eat any of the junk they serve there. Unless you want to be the fat butch lesbian. We can start in on proper diet lessons tomorrow."

Xander grinned as he raised a hand and wiggled his fingertips, turning them blue to remind Cordelia of his new nature. "Shapeshifter, Cordy. Who's to say I get fat?"

Jaw working, Cordelia scowled as she failed to come up with a counter to his argument. "Hate you. Now get, before I decide to drag you in with me anyway." That was incentive enough for him and Xander hustled off towards the food court before Cordelia sank her claws into him again and dragged him into No Man's Land with her. Picking the nearest empty table, he dumped his pile of bags in a rough half circle around one chair before sinking into it with a groan. Only Cordelia could turn shopping into an aerobic exercise.

Eyes wandering back to the predominantly glass storefront of Frederick's, Xander's brow furrowed as he thought back to that morning. Seeing the store in person reminded him that he really did need to ask Willow about her new shopping habits. Maybe when he got… or not. Bringing up the contents of her underwear drawer would just remind her that he'd been digging in it, something she'd been distinctly unhappy about. Probably safer to remain quiet and curious for now.

Returning his attention to the food court, Xander tried to keep from drooling as his stomach rumbled unhappily and the tantalizing scents of fast food tempted his nose. No. The last thing he needed was Cordelia talking his ear off because he'd decided to have it his way. As his eyes wandered, not really in that big a hurry to get to work on tags, his eyes landed on a boy at another table. A boy who seemed to be staring at him rather intently… or rather part of him. Oh great. Xander sighed. He'd hoped to avoid this particular part of being a member of the fairer sex for at least a little bit longer.

Neither the returned stare nor an intense glare seemed to catch his attention and so finally Xander rolled his eyes, lowering one hand in front of his cleavage and making a rude gesture. The boy jerked upright in shock before offering a sheepish smile. And then, much to Xander's surprise and horror, the boy got up and wandered over to take the seat across from Xander at the table. "Sorry. Normally I'm not that bad but… wow. You're so gorgeous, I just couldn't help myself. So, I haven't seen you around before. My name's Scott."

"Uh, Michelle." Crap. Now what? Right about now, Frederick's was sounding like paradise. Finally, Xander decided on a variation on the truth… after all, he was into women and was a woman at the moment. "Listen, before this gets far enough to be really awkward? I'm just gonna come out and let you know I'm a lesbian. I mean, if you wanna sit here with me and stare at other girls' chests and be like 'wow, she's hot' or something, that's cool. If you want to sit here staring at my chest and tossing out bad pick-up lines… yeah, we're going to have problems."

Scott blinked before slowly rising from his seat. "Oh. Um. Uh. Sorry to bother you. I'm just going to… go somewhere that's not here. Yeah. Bye."

As he beat a hasty retreat, Xander just raised a brow. "Was it something I said? Hmmph. I didn't even get to make that joke about converting one more girl and getting a toaster oven."


	5. Chapter 05

Joe's Note: The last of Xander's transformation is at hand as Cordelia helps turn a Willow-shaped-Xander fully into Michelle. No, I'm not really aiming to pattern Xander's girl self after the character from _American Pie_; I originally hit up IMDB for a list of Alyson Hannigan's other roles with the goal of grabbing the name of one for Xander to use. Then I saw an opening for the infamous line and decided to go with it. From there… I could have changed it, I suppose, but as I was sitting down to map out the future of this fic, I realized why the last name sounded familiar and that I could quite easily construct an entire character background and some hobbies for Michelle from just that. In the end, I think everything turned out rather well but your mileage may vary.

* * *

_November 1, 2011  
19 Blue Salon & Spa  
Sunnydale, California_

* * *

"Are you sure you haven't already killed your reputation before your first day of school? Because I mean, I wasn't stupid enough to think you'd suddenly grow an interest in men when you turned into Ministique and I'm down with you swinging whichever way you want, but I don't want to get pulled under with you because people assume that anyone who spends time with you must be bent too."

Xander didn't even look up from the new iPhone that Cordelia had insisted he buy, trying to figure out how to use his first cell phone ever. Talk about getting tossed into the deep end; he'd wanted to get a nice simple phone that was a phone, with buttons to push like a real phone was supposed to have. Instead, Cordelia had insisted on the 'in thing': a two hundred dollar touchscreen toy that was so far beyond him, it wasn't even funny. Then again, Willow had wanted him to run up the Rosenbergs' credit card bill. A two hundred dollar phone that came with an eighty dollar a month, two year Verizon contract certainly qualified as such. "For the last time, Cordy, he was wearing a UC Sunnydale hoody and looked a bit too old for high school. Looked a bit too old for college, too; he's either on the six or seven year plan or clinging to the glory of the half a semester he lasted before dropping out. Either way, I'm sure he was just a scuzzy twenty-something who decided to try his luck with what he was hoping was a naïve little high school girl. You know, the Harmony type who's so impressed by the older college guy thing that the 'worthless sack of crap' factor doesn't sink in until he's pulled the hit and run?"

Sighing, Cordelia made an abrupt left turn that sent Xander bouncing off the door of the Escalade. "Whatever. Let's just hope for your sake that he doesn't have a little brother he drops off at school because he still lives at home or something. Oh, and good job working the Harmony insult into the middle of all that. You'll get the hang of this girl thing in no time."

Joy, Xander thought. Just what he always wanted. Silence descended as they rolled onward, Cordelia deftly negotiating the maze of streets as she navigated toward their destination. When they finally came to a stop and she elbowed him to get his attention, Xander looked up to find himself sitting in front of a small but fancy-looking salon, his eyes widening as he realized what Cordelia had planned for him next. "Can I ask what might be a very stupid question?"

"If I say no, will that actually stop you from asking it?"

"No."

"Ugh. All right, what?"

Xander reached up, running one hand through his long red hair. With the exception of the larger breasts he'd morphed on while shopping and kept so they could buy stuff that would properly fit Michelle, he'd left the rest of Willow's form as-is despite already having ideas for some changes. The fact that he already had a partial plan of action for morphing his form, though, just served to remind him of his metamorphic state and the unique problems it posed for him. "Considering my hair looks like whatever I want it to look like… why are we at a salon? I'll just end up paying for a haircut that will probably disappear the first time I have to shapeshift because I'll remember Willow's real hair instead when I shift back into Michelle."

Rolling her eyes, Cordelia put the SUV in park and turned it off. "God, but you are a male. Think for a second. You decided to give Michelle more chest than Willow, right?" Xander nodded. "Are you going to be a 36D when you shift back into Michelle, you think, or fall back on Willow's 32B?"

"Pretty sure I can remember I'm a 36D, especially since that's the only size of bra I own, and that…"

"All right, so try and follow me here… if we change what you think about as 'Michelle's hair' the way you've changed your idea of 'Michelle's chest'? Why wouldn't it come back when you shift in and out of this body?" She might actually have a point there, Xander had to concede. Not that he'd ever tell her as much, but the way she was smirking at him let him know she was already well aware. "Besides, think about it. You have an opportunity that no other… okay, no other non-Mystique woman does. You can have any color, length, or body of hair you want, all without the stylist having to do anything. We can start with different looks based on short, straight blond hair, then try out some long black curls, and so forth and so on until we find something just right for you."

Exiting the SUV, Xander waited for Cordelia to lock the doors and set the alarm before following obediently. She did have a point, he realized. Other girls would need chemical treatment to change hair colors… he didn't. If a normal girl got her hair cut short and didn't like it she was stuck, while he could just regrow his. But… "Won't that freak out the workers? Girl with incredible changeable mood hair?"

Cordelia shook her head, pulling a hair tie off her wrist and yanking her green mane back into a simple ponytail as they approached the front door. "I'm going to go with no. I mean, they help my mom hide her green from the world. And they've known about me being a mutant for two years or so." Pausing, Cordelia let out a rueful chuckle. "Not that I was planning to come out to them but, well, kinda hard to hide it after you wreck the place with your mind because your stylist won't dye your hair green for you."

The mental image made Xander blink a few times before staring at Cordelia oddly. "…you wanted green hair?"

"Go ahead, download some Alanis on your new phone and hit play. It's a long story that involves meeting Emma Frost and wanting to show mutant pride without coming out of the X-Closet. Considering she spends a lot of money hiding her green, three guesses how Mom took it when I told her that one. I decided to run with the whole 'forgiveness versus permission' thing and came over here anyway, Claire told me that she wasn't going to lose Mom and her friends as customers just to dye my hair for me, and then…" Cordelia waved her hands around, stirring up a few loose bits of metal that littered the pavement. "Clippers and scissors were flying into mirrors, metal shelves were tipping over… the whole place ended up a great big mess. They already knew about my mom, though, so they weren't too surprised. Just annoyed. My parents paid to fix everything up, I got yelled at when I got home, and after a few months Claire let me come back because I tip well. And I still come here because they're the best in town."

Falling back on general gallantry that was still holding over from when he was still a he, Xander reached past Cordelia and opened the door for her. She gave him an odd look but slipped past, entering the salon and leaving him to bring up the rear. As he blinked his eyes, trying to adjust to the comparative dimness after being out in the bright California sun, a high-pitched shriek made him flinch. "Cordelia Dominique Chase!" Xander had to snicker at that one. Cordelia's initials were CDC? "What did you do to your hair? Your mother is going to kill you! And then me, because she'll assume it's my doing!"

Xander was curious how Cordelia was going to explain this; mutants were a known phenomenon and the salon staff might have been accepting of Cordelia being part of _Homo sapiens superior_, but how would they take magic? Not an issue, he discovered a moment later as Cordelia gave an exasperated sigh and reached up to tug on her ponytail. "I know, right? Remember that wig I had you helping me trim? For my Black Cat costume for Halloween?" The woman nodded. "Well, my aunt and uncle were passing through on their way to Baja California the other night and Aunt Wanda decided to play a prank on me." She gestured to her chest and then her hips, drawing the woman's attention to her newly enhanced figure. "I think she was trying to turn me into my Halloween costume and just… slipped? Or something? No clue. But now I'm part-Black Cat, part-Miriam, part-Cordelia, and all annoyed. I swear to God, I'm going to kill that woman next time I see her."

Grabbing Cordelia's wrist, the woman who'd greeted them with such an awful noise looked the cheerleader's arm over. "I don't blame you. I don't even know what to do here. If we dye it, your roots will show before the dye even wears off your skin. If you want, we could always go the removal route? Waxing or something a little more permanent?" Her attention drifted upward. "We can definitely get your brows and hair, but you'll need to be in here… probably weekly to get the roots touched up. Reduced rates, of course, just like your mother."

Cordelia pulled her arm away and shook her head. "Actually, I'm keeping it. Mom wouldn't let me dye it green, but she can't force me to dye it brown now that it's really green, either. No, I'm just transportation for the real patient, Claire. Poor Michelle here is in desperate need of your help."

"I'll say. I mean, I know low maintenance is in with some crowds, but no maintenance?" Reaching up, Claire flicked Xander's forehead, making him take a step back. "And seriously, sweetie, pulling your hair back when you have such a prominent widow's peak? Are you trying to look like Eddie Munster?"

"…there's just one problem. You can't actually do anything to her hair." Claire gave Cordelia an incredulous look at that and the green-haired girl held one hand up just in time to catch a pair of flying scissors. "She's like me. Only… not." Moving to stand beside Claire, Cordelia gave Xander an imperious wave. "Show her."

Deciding to go with a big change so there was no way for Claire to mistake what she was seeing, Xander transformed from his current Willow-based Michelle form to what would have been Cordelia's twin had she not been affected by Halloween's magic. Claire gave a little squeak and jerked back at that before gaining control of herself, looking Xander up and down before frowning. "Oh. So… wait, no, I'm not getting it."

Xander sighed. "I'm a shapeshifter. Anything you can do, I can do - or accidentally undo - in a few seconds with a thought. Cutting, styling, dying, whatever."

"What she's not getting is that the opposite is true too. Anything you can show her - if she can memorize it well enough - she can create with her powers. Key words there being memorize it well enough. Seriously, if she misses a spot, she could end up with a straight red patch in the middle of wavy brown hair or something. But… I have a plan." Cordelia grinned before pulling away, turning to gesture toward the storage room at the back of the salon. "You're still teaching over at Sunnydale City College, right? And your students start on wigs before you set them loose on the poor saps who go there for cheap haircuts?"

Suddenly, understanding dawned on Claire's face. "Instead of styling her real hair, we'll give some fake hair a makeover and she can circle it to memorize it from all sides and shift her own hair into that?" That got her twin nods. "Hmm. Do we have to go with that exact shade of red? Because it's not entirely bad on you, but a nice warm copper would look so much better on you. Oh! Maybe with some blond highlights?"

Xander looked from the excited Claire to the indifferent Cordelia and back before shrugging. "If you think it'd look better? You're the expert here, not me. Cordelia likes to pretend she is, but now I'm see who the real brains behind the throne is." Bowing at the waist, he spread his arms wide. "I am at your mercy, oh wonderful Claire, Goddess of Cosmetology."

As he was hauled towards the back of the salon, Xander barely caught Cordelia's parting shot. "Well, it was nice knowing you…"

* * *

_November 1, 2011  
Rosenberg Household - Living Room  
Sunnydale, California_

* * *

The rumble of an engine made Willow look up from where she was doing homework in the living room, eschewing the familiarity of her desk in favor of a spot that let her watch the street in front of her house. A black SUV was idling at the curb and as she watched, a girl hopped out of the passenger side and opened the rear door, emerging with a number of shopping bags that made Willow's eyes bug out. Holy poop! Was there anything left at the mall or had they bought it all? Awkwardly waving goodbye with the less full of her two hands, the redhead turned away and began heading up the walk as the SUV pulled away, driving off into the dwindling light.

More than a little curious about how Xander's afternoon with their least favorite girl in the world had gone, Willow hopped up and rushed over to the front door, opening it just as he reached the front step. He hustled past her with a grateful smile, making his way into the living room and dropping his army of shopping bags with a relieved sigh. After a few seconds, he turned to face her and his expression turned hesitant and uncertain as he held his arms out away from his body. "So… what do you think? Is it me?"

"Well, it's certainly not me anymore." Actually that wasn't quite true, Willow decided as she reentered the living room, looking Xander up and down slowly. The two of them definitely still looked like the cousins 'Michelle' had told Buffy they were at a minimum, or possibly even sisters. Which would come in handy, since it looked like Xander was actually to have to live out that particular lie for the time being. But for better or worse, Michelle was definitely her own person now rather than Willow's twin from another mother. Her hair was cut shorter than Willow had ever worn hers - save for the infamous gum incident back when she was eight - and she'd turned it a more coppery shade of red with distinct blond highlights. The blue eyes she'd started with as a part of her borrowed Willow look were gone too, replaced with chocolate brown irises, and the orangish freckles had returned on her face as well as the tops of her breasts. Willow frowned at the latter, realizing that she was seeing significantly more flesh peeking out of Xander's shirt than she ought to be. "Did you really have to mess with my… you knows?"

Shrugging sheepishly, Xander looked down at his chest. "Kinda. I mean, I needed to make a few changes to my body just to make us look a bit less identical, but then I found these great shirts when Cordelia and I were shopping. And as she pointed out, to make them look right, I needed to be a bit more…" Pausing for a moment, he stumbled for an explanation before gesturing to his breasts. "Cordelia-esque. So I made them bigger."

Willow huffed, looking away from Xander. "Well maybe if you wanted to look 'Cordelia-esque', maybe you should have been her long-lost cousin instead of mine, huh? And aren't you worried that Buffy's going to notice that you changed overnight?"

"Like Buffy's going to notice anything that's not undead and in possession of a penis. But if she does… so what? You had to loan me a sweater because UPS didn't drop off my boxes of clothes until after we got home from school today, and it hid my real figure. And my hair is different because I ran into Cordelia, she decided I was interested, and I got dragged to the salon by her as a 'getting to know you' thing." Frowning, Xander set his bags down and made his way towards Willow. "But for some reason, I've got a feeling this isn't actually about Buffy. What's wrong, Willow?"

Letting out a semi-hysterical laugh, Willow took a few step backwards as she stared at Xander in disbelief. Had he seriously just… "What's wrong? Seriously? What's wrong? Everything's wrong, Xander! I always thought you just never noticed me. Never noticed I was a girl. But now I know you look. A lot. But what do I get out of it? Nothing. You do the stupidest stuff hoping Buffy will notice you like her, you have your weird little pigtail-pulling matches with Cordelia, you get beat up by jealous jocks for checking out their girlfriends… is that where I'm messing up? Should I find some cute boy to hang out with all the time to try and make you jealous? Or make mean comments to you all the time? Or… or dye my hair blond and wear tiny skirts and show off my chest and use 'like' six times a sentence?" Abruptly changing directions, she stomped towards him, hands coming up to push against his shoulders. His grunt and step backwards only emboldened Willow, the redhead giving him a harder shove and making him stumble back further as she advanced with eyes blazing. "And now you're doing… this… to my body. What? Is this what you wish I looked like? Is this what I'd have to be to finally get some attention from you?" Invading Xander's personal space, she fisted her hands in his shirt and shook him. "Why can't you just like me how I am? Why can't you like me, damn it?!"

Xander opened his mouth but before he could say anything to try and pacify her, Willow tugged him forward by the shirt as she buried her face in his shoulder and burst into tears.

* * *

_November 1, 2011  
Sunnydale High School - Library  
Sunnydale, California_

* * *

Letting out an irritated sigh, Buffy Summers closed the book in front of her and pushed it away. For some reason, Giles had her researching transformative magic, the Roman god Janus, and especially anything that referred to the combination of those two. Why that? She had no idea. Why her? She… also had no idea. Where were Willow and Xander?

Oh, right, Willow was probably still helping her newly arrived cousin settle in. Buffy frowned as she thought back to her brief introduction with the obnoxious redhead. Was it her fault that Willow and Michelle had looked really similar at a quick glance? And at a second glance, for that matter? It wasn't just the face and hair, either; the two of them dressed… the blonde couldn't even call it 'similarly'. She'd recognized Michelle's sweater as something Willow had bought for herself during their last trip to the mall. Which meant that the only real differences between the girls were… what? Different colored eyes and Michelle had freckles? Like Buffy spent a lot of time staring into other girls' eyes. Not.

That left Buffy with two equally unpalatable choices to pick from: she could either call Willow and try to convince her friend to ditch her own cousin to come to the library and do research she didn't want to do, or she could cut Willow out of things until Michelle packed herself back up and left Sunnydale to return to… wherever she was from. Except she didn't know how long Michelle was going to be in town for. Sure, she'd said a month… but if her parents were anything like Willow's? There was no saying it wouldn't end up turning into two months, the rest of the semester, or even the entire rest of the school year.

But even if it didn't… did she want to be without Willow's help for a month? She was the Slayer, not the Researcher. That was Giles's job… and Willow's. And Xander's. And maybe Michelle's too? Hmm. Maybe they could figure out a safe and non-freak-inducing way of introducing Michelle to the supernatural? After all, if she was going to be in town and in Willow's life and taking up the time and attention of the group's best researcher, wasn't it only fair that she gave back to the Scoobies in some way?

Because doing it all herself sucked. Scowling at the empty donut box leftover from a few nights before, Buffy grabbed another book and opened it, skimming the pages as she searched for the specific phrases Giles had told her to look for.

* * *

_November 1, 2011  
van Dyne Household  
Sunnydale, California_

* * *

Opening the sliding glass door and stepping out onto the small porch attached to the back of her house, Evelien did her best to look nonchalant as she looked around her seemingly empty backyard. Although her daughter might disagree, she liked to think she was a fairly progressive and 'cool' mom. After all, she didn't complain about her daughter devoting more time to cheerleading than academics, nor had she freaked out when said daughter had dyed her hair maroon and gold out of 'Razorback Pride'. She'd even taken the revelation of her daughter's… uniqueness… rather well, and done her best to accept the strange behavioral quirks that had arisen because of it.

Evelien let out a soft sigh as she hooked one foot under a t-shirt lying abandoned on the deck before kicking it back through the door into the house, repeating the process with a pair of jeans. She'd spent most of her third trimester reading every parenting book she could get her hands on, and yet none of them had included a chapter that covered how to handle this. She would have blamed it on giving birth back in the Nineties, when mutants were either rare or at least better at hiding themselves, but the more recently published books she'd downloaded onto her Kindle had also lacked a chapter entitled 'so, your mutant daughter likes to fly around the backyard after doing her homework'. Maybe she should try her hand at writing _Raising Mutants for Dummies_, she mused. After all, the cost of higher education was going up and the family wasn't made out of money…

Suddenly, something blurry raced past her face, pulling Evelien from her thoughts as it circled her twice before touching down on the deck in front of her. As the black speck began to stretch upward, growing into a familiar dark-haired figure, she held out the yellow sundress she'd brought outside with her. "Dinner's ready. Assuming you haven't eaten yet, that is."

"Had a few caterpillars a few hours ag-"

"Perfect. Means you have plenty of room for my meatloaf."

"Did I say 'a few'? I meant a lot. I'm stuffed. Couldn't possibly eat another bite."

Evelien allowed herself the briefest of smirks before forcing herself to adopt a sad look. Really, her daughter was far too predictable. "Oh really? Wait, did I say meatloaf? That's tomorrow. Your father stopped at Kai Sushi Shabu Shabu on his way home from work today and picked up food from us. But if you're too full to eat dinner with us… maybe he can take your spicy tekkadon to work tomorrow for lunch so it doesn't go to waste?"

Scowling, Janet van Dyne snatched the sundress out of her mother's hand and tugged it on over the matching black sports bra and shorts she was wearing. "You're evil, Mom."

"I know it's hard to imagine, sweetie, but I was your age once. There's not a trick in your book that I haven't pulled myself."

"Hmmph."


	6. Chapter 06

Joe's Note: Originally this was supposed to be about 25% old content/75% new content by word count. Yeah, it's pretty much all new; the only thing the first scene has in common with its predecessor is that Peter and Felicia are in it. The rest is completely and totally new, if the bits of the first scene carried over from the original mean it's not quite original enough for your tastes. Enjoy. Oh, and review.

* * *

_November 1, 2011  
Random Convenient Rooftop  
New York, New York_

* * *

"Hiya Spider!" A warm body slammed into Peter Parker's back and he grunted as he stumbled forward from the impact, tripping and falling face-first onto the gravel of the rooftop he'd been waiting on. Holy… he'd been actively watching for her this time, and she'd still managed to sneak up on him somehow. It was official: he'd become far, far too dependent on his precognitive 'spider sense' to keep him safe. And so until he either retrained it to perceive flirtatious, mischievous college girls as 'danger' or he developed another way of detecting his stealthy partner, she was going to continue to get the best of him. Which was especially galling given that she was about as superhuman as the pigeon currently perched on the nearby air conditioner vent. "Oh hey, you're wearing the costume I helped Red design. Cool!"

Waiting until after the weight on his back disappeared, Peter rolled over and then leapt nimbly back to his feet before stretching. "Yeah. Not too sure about changing my look, to be honest, but I… actually, I didn't really have a choice. I showed up at the warehouse today and all my red and blues were conveniently missing." Glancing down at the chest of his new costume, which sported a large white spider stretched over pure black, he frowned. "And exactly how much 'designing' went into this? You took Julia's old costume and put it on me."

Felicia Hardy, dubbed the Black Cat by his rather unimaginative boss, just grinned in response as she invaded his personal space, running her hands along his shoulders. "Well, putting it on you so you'd match the rest of us was my idea. And then once Red agreed to that, I was the one who convinced her that it'd look better without the white arms and legs." Rubbing her cheek against his chest, she made a soft purring noise. "And I was right. Did Dexter get to see you tonight before you left?" Peter shook his head, amused as always by Felicia's tendency to avoid real names as part of her efforts to keep her real and costumed lives separate. "I'll take a few for her if she's not there when we get back. She helped break the tie when we were arguing about whether you needed a new costume, and then rallied the runts to our side so it was five against one when Red tried to turn it into a majority rule thing."

"So wait, six different people got to vote on this… and none of you thought it might be a good idea to make me one of them?"

"…well in our defense? Look at your old costume. You thought that was cool." Felicia grinned, reaching up to poke his nose. "And don't even think about pouting, Spider. That thing was a hot mess and you know it. Now, what's on the agenda for tonight?"

Pulling away from her, Peter let out an exaggerated groan as he reached over his shoulder and rubbed his back. "Recovering from your abuse, to start. And then… well, same thing we do every third night a month, Cat: try to keep people from taking over Manhattan. Or at least whatever part of it Gwen sends us to play guardian angel for tonight."

Felicia let out a throaty chuckle as she closed the distance between them again, wrapping one leg around his waist and letting her body swing around behind him before reemerging on the other side in a way that left Peter with a sudden, intimate understanding of what it was like to be a stripper pole. "Only you, Spider." Peter raised an eyebrow as she wrapped her arms around his neck and snuggled up against his chest again, which evidently produced enough movement to be noticeable even with his mask. "Only you could take something as exciting as swinging between skyscrapers as we run around fighting crime and make it sound so… boring."

"Well, I have been at this for longer than you have, you know. After a while, it stops feeling quite so exciting and becomes… well, my nightly routine. Get dressed, head out, hook up with you and the girls, fight crime, swing back to the dorms, study for tomorrow's classes." Peter blinked. Huh. She was right. When had he managed to take a gig where he routinely fought supervillains and turn it into something so monotonous? Maybe he needed to get a better class of villain? Shaking his head, he did his best to focus on the present, rather than such thoughts… or Felicia's bountiful cleavage. "Speaking of routines, though… you're a lot better at remembering to read Gwen's daily status reports. Do we have anything outstanding, or is tonight just normal patrolling?"

Fingers tapped against the back of his neck for a few seconds and then Felicia unwound her arms from around Peter so she could spin around, pressing the entire length of her body back against his firmly as one hand returned to the back of his neck and the other pointed off into the distance. "It'd be a bit of a commute for me, but if you're willing to give me a piggyback ride all the way down there… City Pier A. Pretty sure the bribes are flowing thick and quick to keep the right sort from noticing, but someone's using it as the hub of a pretty big drug smuggling operation. Subway and I stumbled onto it last week; had her put on her IR mask and do a few flyovers to take some scans while I snuck in and took a look around. There's more coke in that place than Charlie Sheen's mansion, plus a few things that even Dexter came up empty on when I showed her the pics I took. It was still on the outstanding list as of today if you want to hit it with me. Or do you want to take it with one of the girls, or maybe hand it off to them? I mean, they have powers and I-"

While he usually preferred to remain hands-off when it came to Felicia, knowing that nothing good could come from getting too attached to someone who seemed dead set on ignoring that there was a real person under his mask, Peter also knew that every rule needed exceptions. Wrapping his arms around her waist, he gave her a careful squeeze. "You contribute just as much as the others, Felicia, even if you don't have any powers of your own. If you didn't, I would have tossed you out on your butt after your trial run instead of taking you on as the partner you insisted I needed. Which opened the door for the three of them to squeeze in, might I add, so them being here is all your fault. And so okay, you might not be as strong or fast as me, and you may swing on steel cables instead of organic webbing, but you do your part. And you're definitely handy to have around when I need someone to serve as a distraction."

"Wait a minute, I have a nice sneaky black costume while until tonight, you've been running around in that ridiculous red and blue getup of yours. How am I the one who's good at being dis-" Felicia pulled away and out of his arms, turning to stare at him in disbelief before pausing and slowly looking down at her chest. "Oh. I see what you did there. Yeah, they are amazing, aren't they? Worth every penny I paid for them."

Peter let out an awkward chuckle at that. While he was capable of making a joke using an offhanded reference, having a conversation with a girl about her breasts - be they real or augmented - wasn't something he wanted any part of. "If you say so, Felicia."

Continuing to stare at her breasts, Felicia began toying with the zipper of her catsuit, inching it up and down as she tried to figure out… exactly how much of herself she wanted exposed that night? Peter wasn't sure. He also wasn't sure how she was keeping herself from spilling out with it unzipped that far. Maybe she did have some sort of superhuman power and didn't even realize it..? "Well, considering I was going to get stared at anyway because of the whole albino thing? I think I'm happier now with the predictable 'wow your chest is huge' staring from guys than with the 'wow you're a pink-eyed freak' staring I used to get from everyone."

"So. Um. Yeah. How 'bout them Yankees?"

"They haven't played in twenty-six days, Peter. And lost to Detroit on the 6th, sending the Tigers to the ALCS."

"Oh. Right." Peter rubbed the back of his neck as he stood there awkwardly, trying to figure out a safe direction to push the conversation in, when a question he'd been nursing for hours came back to the front of his mind. "Oh, hey, do you remember anything more from last night? I was really worried when you collapsed on us. So were the others, even if they were hiding it by cracking jokes."

Felicia looked up from her work at that one. "Mmm, yes, because nothing says 'I care' like jokes about dumping my corpse in the East River." One last tweak - an infinitesimal tug upward - later, she was done and ready to give him her full attention. "But yes. A little. I was definitely in someone else's body. Don't ask me how, I just know I was. They'd done a good job of trying to dress themselves up as me, but the face in the mirror wasn't mine. At least a year younger, probably two or three. Her catsuit wasn't a perfect clone of mine, either. Wish I could have found the name of who'd made it, because I'm pretty sure it was actually nicer than what I've got. And the most important detail? I remember wandering past a school at one point. Sunnydale High School. There's only one Sunnydale in all of America: Sunnydale, California."

Huh. Peter… actually had no idea what to do with that. Bodily possession was so far outside of anything even approaching a realm of expertise for him, it wasn't even funny. It sounded - and made her sound - borderline crazy, even. Still, she was his partner and friend. He had to be supportive. Somehow. "Let's keep our ears open around campus. Maybe we can find ourselves a hacker and then… I don't know. The school's computers have got to be networked. Maybe once we can get ourselves into the building, we can find one with pictures of all the current students? They've got to have a yearbook committee or something, right?"

"Well, there are two other public high schools in town. Just because I walked past it doesn't mean she goes there. And there's a private school. Considering she could afford the outfit she was wearing, isn't it more likely she's a-" Further contemplation of her doppelgänger's identity was cut off by the wail of a siren, Felicia bounding over to the edge of the roof to investigate. "Sirens! In New York! My Kitty Sense is tingling!"

From behind Peter came a pair of thumps - one considerably heavier than the other - and then a soft rustle of displaced gravel as the last person they'd been waiting for arrived. Sidling up on his right, a blond girl clad in her own black and white costume let out a soft chuckle. "…Kitty Sense? Seriously?" Astrid Jansen shook her head in resigned amusement. "Someone remind me again why I asked her out back when we first met?"

Before Peter could think of a reply - witty or factual - a taller, strawberry blond girl moved to stand on the other side of Astrid and threw her arm around the blonde's shoulders. "Wasn't it something about how you'd 'get capsized trying to motorboat that chick'?"

"Heh. Yeah." Astrid let her head loll to the side, resting it on Julia Carpenter's shoulder. "Those tits are amazing. Definitely qualify as the Eighth Wonder of the World. Shame her ass isn't man-made too, or it might be able to give them some competition…"

Sighing, the youngest of the Spider-Clan's members floated past Peter on his left before touching down beside Felicia and peering over the edge of the roof. "So, four cop cars chasing a white sedan. Are we going to stand here perving on Felicia, or are we going to actually act like the superheroes we supposedly are?"

Astrid let out a sigh of her own as she strode over to where Jessica Drew stood at the edge of the roof, one hand flashing out to give the black-haired girl a slap on the ass. "One of these days, I'm going to find out if one of my powers is super-stick-from-ass-removal." Before Jessica could reply, Astrid reached up and tapped at the corner of her mask. Her next words were crystal clear in Peter's ear despite her facing away from him, thanks to the earbud he wore. "Chelicera online. And one of these days, I really need to come up with a better codename, because this one sucks." Four bony white spider legs erupted from her back and then she bent her human legs before launching herself out and across the gulf between their building and the next, spinning in midair and hitting the building feet-first before pushing off and plummeting to the street, landing on the trunk of the last police cruiser involved in the chase. "Anyone else coming, or am I a solo act tonight?"

"Arachne online. Come up with something better on your own and then you won't be stuck with the one Peter gave you."

"Recluse online. Eyes on the prize, people. You two go low and I'll go high." Julia and Jessica departed almost as one, the former firing off a pink psi-web that then began to reel itself in, yanking her off the roof and toward her destination even as the latter tipped forward and fell over the edge, gliding off in pursuit of her prey.

Taking two steps forward, Peter thrust out his arm… and then paused before looking over at Felicia. "I think five-on-one is overkill, don't you?"

Felicia thought about that for a moment before nodding slowly. "Just a bit. Three-on-one might be a bit much, even, but if it gives the kids something to play nicely over…" Trailing off, she glanced over at him. "City Pier A?"

"Want a lift?" Peter barely got the words out before Felicia was jumping towards him, wrapping her legs around his waist as her arms encircled his neck. Letting out a nervous chuckle, Peter nodded back over his shoulder. "How about a lift that won't leave me so distracted I end up swinging into a traffic light?"

With a sigh, Felicia dropped to the rooftop before circling around and hopping onto his back. "Most men would kill to get that close to me."

"Most men enjoy being called by their name, too."

"…touché."

* * *

_November 1, 2011  
Triskelion  
New York, New York_

* * *

Special Agent Carol Danvers, previously Second Lieutenant Carol Danvers of the United States Air Force, sighed as she stood with her arms out away from her sides, letting the 'aircraft maintenance technicians' fuss over her. Or at least that was what she thought they were most of the time; she'd seen them working on the Triskelion's complement of assorted F-35 variants. Maybe that was why she was feeling strangely akin to a twenty-four-ton fighter at the moment.

Except she wasn't a two hundred and twenty-million dollar fifth-generation multirole fighter. She was a mutant capable of self-propelled flight, into low Earth orbit if she so chose, and durable enough to survive there for hours at a time. Sure, she enjoyed being the center of attention as much as the next woman, but didn't these people have something better to do? She could almost - almost - understand the hair stylist and the makeup artist; SHIELD wanted her looking good when she represented them and she couldn't style a fauxhawk right to save her life. But seriously, she literally had a young woman whose job responsibilities as an AMT had been expanded to include inspecting, cleaning, repairing, and sometimes replacing her red gloves. Who was separate from the woman who did the same for her matching boots. Who was in turn separate from the woman who maintained the black catsuit that Carol tended to tear, burn holes in, or otherwise damage on a regular basis, as well as inspecting it on Carol before each 'launch' to ensure its integrity.

Okay, maybe the last one made sense, considering there were a few spots that were hard to see in the mirror or reach with her own hand to check. But the others? No wonder the Pentagon needed a five hundred and fifty-billion dollar budget to keep itself running these days. But hey, if this is what SHIELD wanted of her? She was game. It was certainly better than the alternative…

_Carol did her best not to twitch as she stood rigidly at attention, staring at a spot over the head of the man seated in front of her. While she had no clue exactly who this 'Nick Fury' was, the fact that he had the clout to pick up an officer sitting in the brig pending the conclusion of an investigation regarding the spontaneous explosion - and total loss - of a T-38 meant he was important and therefore deserving of her respect._

_"At ease, Lieutenant Danvers." Carol shifted position and looked down at Fury, who was closing the folder in his hands as he stared up at her with his one remaining eye. "I suppose congratulations are in order. This morning, you were granted an honorable discharge from the United States Air Force and the official investigation into your little… accident… has been closed. Well, assuming you'd rather come work for me than sit in the brig while they try to figure out how you managed that particular feat, that is."_

_Jaw working, Carol tried to articulate a coherent thought but couldn't. She was out of the Air Force? Four years at the Academy, along with a bit more than half of the year-long JSUPT program… gone. Then again, considering how she'd come to this man's attention, she likely wouldn't have been allowed to finish out her training and go on to a combat posting. Or any posting, for that matter. But still. Wanting to buy herself some time to think so she wouldn't say anything that might come back to bite her at a later date, Carol turned her attention to the panoramic window behind Fury, slowly looking from left to right as she took in the gorgeous view of the New York City skyline. She'd seen the base on approach in the chopper: a massive artificial island floating in New York Harbor. She'd had questions about it then, questions she still had now. Excellent delaying tactic, if she did say so herself… "Exactly what is this place? Sir?"_

_Leaning back, Fury spread his arms. "This? This is the Triskelion, soon to be home to our nation's first, last, and only line of defense against whatever genetic curveball Mother Nature chooses to throw at the American people next. Most of our world's leadership would be dead right now if not for the fact that there's a mutant out there who likes us as much as Magneto hates us. I don't know about you, but that's embarrassing as hell from where I'm sitting. We shouldn't have to cross our fingers and pray someone comes along to save our sorry asses from mutant terrorists or armored lunatics on gliders. So from now on? We're not. If you see a bank getting robbed, you call the cops. If you see a bank getting robbed by an angry green monster, you call us."_

_"Oh." Carol waited for a moment but when Fury offered no additional information, she gathered her courage and asked the big question. "So that's why you came and… helped… me? You want me to be Officer Danvers of the Mutant Police?"_

_Fury arched the brow over his remaining eye for a moment before opening the folder again. "You were up for a tandem flight in a T-38 Talon training aircraft with Major Roy Thomas. Major Thomas ejected after the plane began to nosedive following a, and I quote, 'blinding flash of light' from your portion of the cockpit. According to both him and the recovered black box, you failed to eject and the jet exploded with you still inside. Soon after, Major Thomas spotted you 'floating buck naked in midair but otherwise all right'. You then proceeded to utilize an unknown method to control your descent and touched down near Major Thomas before proceeding to tear off a piece of his parachute so you could fashion a garment similar to a toga from it." Closing the folder, he set it on his desk before leaning forward to rest his elbows on his desk, chin in his hands. "Do you really need to ask why we're interested in you, Lieutenant?"_

"If I didn't know any better, I'd think Nicholas was trying to replace me with someone younger and blonder." Suddenly, the AMTs decided their work was done and rushed off to find better things to do, leaving Carol to turn and find Natalia Romanova walking towards her. The redhead pouted and shook her head as she approached. "Aren't men supposed to wait until you're at least thirty before doing that?" Then she came to a stop and let out a soft chuckle. "Well, actually, I turned thirty back when your mother was your age. But I don't look it, do I?"

Well wasn't that the mother of all loaded questions? A reply that wasn't properly complimentary might leave Romanova feeling insulted, and insulting your superior was hardly conducive to a long and happy career in the military. On the other hand, being overly complimentary might give Romanova the impression that she was a brown noser… or worse. Granted the repeal of DADT meant that expressing homosexual tendencies was no longer a career-ending offense, but certain things were still no-nos under the UCMJ. Being rung up on sexual harassment charges involving another woman when she wasn't even a… not that there was anything wrong with… best to avoid the matter entirely, Carol decided. "I wasn't aware you could fly, ma'am. Does that mean today's flight training will be a, err, tandem flight?"

Romanova blinked a few times before comprehension dawned and she laughed again. "Ah. You were a bit too literal with my joke. No, Warbird, for now you're the only SHIELD agent capable of self-propelled flight. I was referring to what the Public Affairs division decided was a good costume for you."

'Warbird'? Well, at least that one made more sense than some of the other potential names that various members of the Triskelion's staff had been trying to sell her on for the past few weeks. After all, warbirds were military aircraft that were no longer in military service. Granted the 'aircraft' part wasn't quite accurate, but she could fake it well enough. And it was definitely better than 'Miss Marvel' - a suggestion that Doctor Lawson had been unwilling to explain the reasoning behind - or the AMTs' favorite: 'Power Girl'. The latter especially, since she was terrified that DC might actually be willing to license the name and likeness to SHIELD, and she had no desire to fly around in a white leotard with a hole cut into the chest so guys could ogle her cleavage.

The bob didn't really appeal to her either.

Actually… did the fact that Romanova had nicknamed her mean that discussion was at an end? Carol had noticed that the redhead's nicknames had a habit of sticking; Agent Barton was now going by 'Hawkeye' and Agent Morse would be using 'Mockingbird' if she ended up operating as part of the team in the future. Carol shook her head, forcing herself to focus on the present, and the statement that had sparked her introspection. Looking from her catsuit to the one Romanova herself was wearing and back, Carol furrowed her brow. "Erm, well, they're not entirely similar, ma'am. I mean, I'm black with red boots and gloves. You're almost entirely black. And you have the big red hourglass on yours while I have the smaller golden lightning bolt." Romanova merely raised an eyebrow at that, and then Carol scowled as she realized something. "No offense, but they didn't exactly ask me for my opinion when they were putting together this for me. And even if they had, there's only so many ways you can dress up a basic black catsuit. Ma'am."

"I shot you in the back once with an M107. You reached back, scratched the spot, and kept talking to Nicholas. You could fly around in a black bathing suit and pretty red sash if you felt like it, Warbird, and be none the worse for wear. It'd probably be better for our budget, too; you're especially hard on the legs of your catsuits. Just something to think about." Reaching behind her back, Romanova pulled an iPhone out of… Carol wasn't sure where, nor was she sure she wanted to know. Her iPhone, it turned out, as she pushed the home button to wake it. How had the redhead… oh, right, super spy. "Your orders for tonight. And for the record? While Public Affairs encourages you to use your social network accounts, FAR 91.21 does apply to you while in the field."

Carol racked her brain as she tried to figure out what Romanova might be referring to; considering Federal Aviation Regulations consisted of a lot of common sense things that evidently had to be spelled out because common sense was no longer common, she'd never put much effort into rote memorization of them. Part 91, Section 21… "Portable electronic devices?"

Leaning forward, Romanova poked at Carol's iPhone with one finger, bringing up the Settings window before dragging her fingertip across the slider that enabled Airplane Mode. "Mmm. As amusing as your followers might find posts written while in mid-flight, SHIELD would be considerably less amused if you managed to fly into the side of a building while typing. Vy ponimaete?"

"…yes ma'am."


End file.
